Shapeshifters
by TheLateNightStoryteller
Summary: Set in an alternate (not canon) universe over a year after the season 1 finale where Fitz and Simmons are together. The team gets a case of shapeshifters stealing frozen heads but how these beings work and why they want the heads is a dangerous mystery. All the characters are involved in this but it is mostly Fitz and Simmons. Set between Monster Goo and Traps.
1. Chapter 1

This story takes place in the same not-canon universe as Monster Goo where Fitz and Simmons are together. It is a sequel to both that story and Blue Bumble Bee but can definitely be read on its own :).

Things you should know: Skye has super powers, telekinesis and something else I will explain if it becomes relevant.  
Trip is totally a member of their team and he is friends with everyone including Fitz.  
Fitz and Simmons are _in looove_.

In case this is the first the story you have read by me, I leave a reference to the TV show Fringe in every chapter of every story. Even if you don't watch the show feel free to have fun trying to spot it ;).

Agents of Shield belongs to the many faces of its creators and ABC and Marvel.

/-/-/

* * *

Jemma knew it was morning the moment she woke up. No sunlight was able to enter the room and she hadn't seen the clock but it felt like it was time to get up.

She opened her eyes and gazed at the time, 6:45am. Time for breakfast.

Sitting up, she rubbed her eyes before looking down at Leo who remained asleep, a soft, peaceful expression his face.

Her mouth formed a small, loving smile and, very gently so as not to wake him, she leaned down and kissed his cheek. He didn't stir, still dreaming.

She greeted Trip in the kitchen, he was already drinking coffee and munching on toast while he looked over their next mission.

"Hey morning buddy," he chuckled. "You're late, breakfast club starts at six thirty."

She'd earned the nickname morning buddy from her friend because the two of them were always the first in the kitchen. May and Skye were up, but they were training together and wouldn't eat until later.

"I was up late looking through studies on metamorphosis," she defended good-naturedly as she made her tea. "Shapeshifters! Can you imagine what their biology must be like?"

"I'm sure you could," he teased. "Frozen heads though... what's up with that?"

She shrugged, buttering her toast. "Hell if I know. I can't imagine freezing only my head. Though, if it works..."

"I meant why are they stealing them?" he clarified, amused.

"Oh there could be all sorts of reasons," she chirped, suddenly excited. "They could be using the skin- though then why not go to a morgue?- or eating them, maybe shapeshifters eat brains and eyeballs, how would we know?"

She went on about the many theories she and Leo had discussed the night before, leaving out a few of his more ludicrous suggestions.

"Maybe they collect them like baseball cards!" he'd shot out. "Or they like to suck on them like popsicles."

It had been pretty late when he'd suggested those and they'd both erupted into giggles.

After about half an hour Coulson, May and Skye joined them and she made another cup of tea for Leo while Trip popped two slices of toast in the toaster for him. Leo almost always showed up at 7:20 when they needed to leave at 7:30. Sleepy head! It both entertained and exasperated her.

Perhaps she should kiss him a few more times to wake him up when she rose or bounce on the bed a little before leaving.

/-/-/

Leo woke to a gentle kiss on his cheek but he didn't open his eyes, pretending he was still asleep. Jemma kissed him every morning and then skipped off, thinking he was still dreaming but he'd watch her leave through cracked open eyes.

He didn't want her to know it woke him up because he was worried if she did she would stop doing it... or make him get up with her and go have breakfast. Mostly he was worried she'd stop though.

It was the best way to wake up, to the feel of her lips on his face, better than any alarm clock. After she left he could take time to clear the sleep from his head and slowly let the world come into focus.

At 7:15 he stretched and got dressed to be in the kitchen for 7:20.

Everyone else was there already there and Jemma chided him for being late as usual as she handed him his tea and he buttered his toast. He thanked her and Trip, breakfast club was always making him breakfast, and kissed her quickly before sitting down to eat.

"So we don't really have a lot to work with," Coulson was saying as Jemma sat down beside him and whispered for him to stop crunching so loudly. (It was toast, it crunched. But he did his best to quiet down.) "We only know that they're shapeshifters because they have impersonated several staff members who were present on the security cameras doing something else while the robbery took place. They could all have twins but..."

"That's highly unlikely," Jemma finished and he nodded at her.

"Exactly," he said. "So we're going with shapeshifters, unless anyone else has a better suggestion."

He paused, waiting for an answer but the others were silent.

"Well then, shapeshifters it is..." he decided, "for now. We're going to the Cryonics facility in Edina New York to interview some of the staff. FitzSimmons I want you to be on the lookout for anything that might help us explain what these things are or why they are stealing frozen heads."

Leo met Jemma's eyes, seeing she was trying not to giggle and knew she was thinking of popsicles and baseball cards.

"Do you have any ideas?" he inquired, seeing their expressions.

"No sir," Leo told him. "It's just-

"-just a joke we made last night while trying to figure it out," Jemma explained. "Fitz thought maybe they were collecting them like baseball cards"

"- or using them for snacks." he finished.

The others smiled, amused. "Keep thinking," Coulson chuckled.

"_Could_ they be using them for snacks?" Skye wondered apprehensively. "You don't think they eat brains do you?"

"Brains, eyeballs, livers, what does it matter? None of it's good." Trip teased.

"We haven't really figured it out yet." Jemma assured them. "We don't have a lot to go on to begin with, no reason to jump to conclusions."

"Yeah, it was more of a joke than an actual suggestion," Leo added.

It was a joke Jemma thought, but considering how little they knew, he might not necessarily be wrong.

/-/-/

Jemma and Leo were bouncing with excitement as they entered the facility.

"They're using cryoprotectants from an ancient species of bacteria they've found in the arctic!" she gushed, as they examined the brochure. "I read about this, _Cryosis alaskensis_, it came back to life after being frozen for 50, 000 years. Can you imagine? Oh I wonder if they have some!"

"And look at those coolant systems," Fitz chirped. "The XT 400! I didn't even know that was available yet. I wonder how they get the temperature to drop so fast..."

"Welcome," a technician greeted, polite but seeming a bit anxious. Jemma thought she'd probably be too if she were him. "I am so glad you guys are here, we have no idea what to make of this. Our clients are getting nervous," he fretted. "And I can't help feeling that we've let down the people whose heads were stolen."

"We'll sort it out," Jemma assured him. "No need to worry."

She liked this man already, he had his priorities straight. The woman on the phone had seemed far more concerned about losing money than the stolen heads being people.

"Jemma Simmons," she introduced herself. "And this is my partner Fitz."

"Walter Broyles," he said, shaking her hand and then Leo's. "Let me show you to where the robbery took place."

Mr. Broyles showed them the crime scene, frowning as he took in the broken storage tanks, and they set to work.

"Would you ever want to have your head frozen?" she asked Leo as they searched the scene of the break in.

"Only if you did," he replied, examining the side of one of the tanks. He probably wasn't only looking for clues she mused.

"You'd follow me anywhere wouldn't you?" she teased.

"I would," he told her seriously and she felt her heart melt.

"I'd follow you too," she said warmly.

He smiled affectionately at her and she smiled back, amazingly happy.

She wasn't entirely sure how she felt about cryonics but her life was wonderful, filled with science and new discoveries and Leo. She understood the need to extend that sort of happiness.

A figure blurred across the door to the tank room and something about the speed at which it was going set her hair on end.

She exchanged a glance with Leo and they moved cautiously to investigate.

/-/-/

Leo and Jemma peered out into the hallway to see Mr. Broyles watching them from further down.

"Did you need anything?" Jemma called nervously. He was acting strangely, staring at them as if he were trying to decide if he knew them or not. What if...

"We need backup here," Leo whispered into the coms device.

Mr. Broyles eyes widened and, with terrifying speed, he bolted towards them, tossing Jemma aside so that she crashed against the wall with a loud smack and tackling Leo to the ground.

He struggled feebly against him turning his head to the side to be sure Jemma was OK. She'd hit her head on the wall but was getting shakily to her feet.

This man, this thing was incredibly strong and held him down with one arm while it ripped the coms device from his ear.

"Never mind," it said into the device, perfectly imitating his voice, and he felt his blood turn to ice. This must be one of the shapeshifters.

It began choking him and he fought pointlessly, kicking and clawing at its arms. His nail caught on something metal just beneath the skin and tore open.

Jemma was screaming and hitting it, trying to push it off of him but it ignored her. To him she was like a fly bashing itself against a window, unable to even scratch the glass.

'Run! There's nothing you can do just run,' he thought, trying to tell her with his eyes but she was either not listening or didn't understand. The edges of his vision were darkening and he knew that when it was done with him it would move on to her.

"Hey!" a voice called and he blearily recognized May.

The shapeshifter looked up, surprised and she shot it in the head. It's grip loosened, allowing him to breath and it collapsed on top of him.

Jemma shoved it off of him and helped him sit up.

"Leo?" she breathed clearly shaken, her eyes bright as she watched him intently.

"I'm OK," he gasped, gratefully breathing in oxygen.

She let out a sigh of relief and rested her forehead against his for a moment, eyes closed.

"Are you two alright?" May asked kneeling down beside them.

"Yeah," he told her, glancing at Jemma who had pulled away.

She nodded. "We're fine, " she said to May.

"Thanks," he added. "That was close. Why did you still come?"

She shrugged. "The second message sounded strange and I figured: shapeshifters."

"Good thing," he grinned at her and the corner of her mouth tugged up in a smile.

"What is this thing?" she asked, nudging the dead shapeshifter.

There was no blood where the bullet had pierced its head, only metal and shorted out wires. It no longer looked like Mr. Broyles but a featureless, human shaped mass of chalky skin. Grey metal showed through the place he had scratched it.

"It's a machine," he realized in amazement.

/-/-/

* * *

Fun Background

Thank you for all the reviews, likes, follows and reads. And for anyone who hasn't read any of my stories "Welcome to the trip man." (quoting Cosima Niehaus of Orphan Black haha)

This story is a sequel to Monster Goo and is following Notapeppers suggestion that I go through with the stealing frozen heads case. This was my Fringe reference in that chapter and this did happen in an episode of Fringe but in this story both exactly how the shapeshifters work and the reason they are stealing the heads is different. Still the creators of Fringe own the idea.

The Fringe Reference in this chapter is Edina New York. This is a made up town from the second season episode of Fringe The Johari Window where the citizens look normal in the town but become disfigured as soon as they leave it. Metamorphosis is a them in that episode so I thought it fit. According to wiki Edina is the name of a real town in Liberia (a country in West Africa).

Cryonics is "an experimental procedure that preserves a human being (by freezing them)" Virtification is the process of solidifying water without freezing it (or forming crystals). It is accomplished using rapid cooling of water which has added agents called cryoprotectants to reduce the formation of ice crystals. When tissue freezes, ice crystals that form can destroy cells, causing damage. In virification there are no ice crystals formed and so this damage is avoided. Information on virtification is from the Alcor life extension foundation website and wikipedia.

Walter Broyles is a combination of the names of Fringe characters Walter Bishop and Philip Broyles.

The bacteria is based on a real bacteria found in Alaska that came back to life after being frozen for 32, 000 years. So cool! The name of it is made up though.

I'm pretty sure breakfast club is a movie but I have never seen it.


	2. Chapter 2

"It's amazing," Fitz marveled. "The skin doesn't actually change at all, it just tricks your eyes into thinking it does. They've been working on invisibility shields which do something similar but those only bend light around the object. This actually makes you see something different. Not that the skin doesn't change shape at all, the metal underneath rearranges to match the form of the new person, it even stretches to get taller or compresses to get shorter." He chuckled. "Give me a few more hours and I can make it look like you Jemma. It's dead though, thankfully, so maybe that would be a bit creepy..."

"Uh huh," she replied, examining some of the skin under the microscope. It was pretty convincing to the naked eye and the texture felt right but she could see under magnification that it was made from plastic fibers.

"Oh, stop being grumpy," he scolded teasingly.

"I'm not grumpy," she protested, frowning at him. "I'm... Not grumpy, I don't see where you're getting that..."

"You wanted it to be an organism," he pressed, amused.

"I... Well yes, but a robot is cool too," She defended. "Can't take a tissue sample, it doesn't have any new enzymes or cell types for me to look into, but still fun. Besides," she added, brightening, "you're happy with it being a machine and that makes me happy."

She was being childish, she realized, maybe it wasn't exactly what she had been hoping for but it was still fascinating and Leo was obviously delighted by it.

"Could you make it look like Mr. Broyles again?" She asked, genuinely interested as she moved closer to him. Their shoulders touched and he grinned at her, cheering her instantly because his smiling face was one of her favourite sights.

Mr. Broyles was fine, fortunately, the shapeshifter had taken his form but left him unharmed. The broken machine seemed to remember its last projection and would take the shape and image when Fitz sent a small jolt of electricity through it.

He did it now for her and it transformed incredibly before their eyes. Still amazing, no reason to be disappointed.

"What if one does turn into you?" He wondered, a note of apprehension in his voice. "Or me, how would we know?"

"I'd know," she asserted. "And so would you."

"Yeah," he agreed, sounding more confident. "Yeah you're right. Nothing else could be you."

"Or you," she smiled.

He smiled back and they went back to work.

"But... Say there's a really convincing shapeshifter," she began after a few minutes. "Or one of us needs to make a fast choice..."

"We should have a code," he decided.

"Yes," she agreed. "We should."

"Just in case," he began.

"In a hypothetical scenario-" she put in.

"If one us were to be replaced-" he went on.

"Because I wouldn't shoot if-" she warned.

"If even for a second I thought it was you," he finished.

There was an uncomfortable silence as they both digested the thought.

"Couldn't we just use a localized EMP?" She wondered.

"It wouldn't work, they're insulated against them. I tried that earlier." He sounded both impressed and frustrated.

"So what does work?" She inquired.

He mimed a gun. "Shot to the head seems to do the trick."

"Ah," she whispered. Shot to the head. Fine if it were a shapeshifter but an innocent bystander, her teammate, him...? What of she made a mistake?

"Could you do that?" She asked him.

"To a machine?" He replied, looking over the wiring in the hand.

"To me," she said quietly. "Or one of our friends."

"It wouldn't be you," he informed her, looking up. "It's just a machine."

"But we could be wrong, it's not completely impossible," she insisted. "I don't think I could handle it if I..." She trailed off, unable to finish.

"Me neither," he told her, staring at her face. He shook his head. "This is all hypothetical though isn't it? I mean who would need to impersonate us? Everything we have that's useful is up here." He gently tapped her forehead.

"And in here,"she added softly, touching the spot over his heart.

"You can't mimic that," he proclaimed, beaming at her.

She beamed back. "That would be impossible."

There he went, making her feel better again. That was her Leo; kind and brave and completely unreplicable.

"We still should have a code though," he said after a moment.

"Yes, of course," she nodded. "Just in case."

"Just in case," he echoed.

They thought silently together.

"What about I-" she put forth.

"Am a shapeshifter," they finished together smiling.

"Brilliant! Who would suspect that?" She cheered.

"No one," he proclaimed, proudly.

Their hands clapped together in a high five. There could only be one FitzSimmons.

/-/-/

There she went, chasing away his doubts again. Jemma made everything better. She was amazing and certain and utterly unique, of course they would know. How could anyone replace her?

But he knew he'd never risk hurting her, never let his overconfidence cause her harm. He would hesitate at the slightest uncertainty because making that sort of mistake would be unforgivable.

So they had a code phrase: I am a shapeshifter.

Which reminded him...

"Oh yeah, I have something for you," he announced, leaving his work for a moment and fishing around in his pocket.

"Hmm?" She said, gazing up from the NMR results she was examining to find the chemical composition of the plastic.

He held up a chain with a blue tardis pendant hanging from the end.

"A necklace?" She observed. "Oh! Look the tardis! Where did you get that? I've never seen one like it." She bubbled.

"I made it," he informed her, watching as she took it and placed it around her neck so it hung above her sweater. "It isn't just the tardis," he went on. "Watch."

Carefully he lifted it between his fingers and thought about strawberries. The pendant shimmered and became a pendant sized, bright red strawberry.

"Oh wow," she breathed. "Is it...?"

"Shapeshifter technology? Yes," he nodded, eyes on her face. "Do you like it? It's unsettling isn't it?" He worried when she didn't respond right away. It was creepy... What had he been thinking?

"Unsettling?" She teased, the corners of her mouth tugging up and her eyes sparkling. "It's incredible sweetheart. Can I try?"

Sweetheart, she must really love it. She didn't call him sweetheart for just anything.

Of course she liked it, he thought warmed by her praise and melting like ice in spring as she called him sweetheart. It was cool.

"You just need to hold it to your skin and think about what you want it to be. It'll read the pattern of electrical signalling down your axons and the metal will change shape and project a new image like the shapeshifters do."

She took it from him, brushing her fingers against his, and closed her eyes. It morphed into a blue seahorse with a Fibonacci spiral on it's stomach.

"That's pretty," he commented. She lifted her eyes towards him, glowing happily and it changed to a heart.

"I guess I'm not always in control," she mused, seeing the new shape.

"I could fix that," he offered but she shook her head.

"It's perfect," she assured him, kissing him lightly before tucking it under her collar. "I'll just keep it between my shirt and my sweater so I don't wear my heart around my neck."

He chuckled, clever Jemma and her jokes. Sweet Jemma and her lovely kisses.

They set back to work but he gazed up at her every so often, sometimes catching her grin as she played with the pendant.

/-/-/

"What have we got so far?" Coulson asked as the team met in the lounge.

"I looked into the people whose heads were stolen," Skye started. "The only pattern I could find was that they all had access to classified information during their lifetime. Two were even Shield."

"What do you make of that?" He asked Leo and Jemma.

"Well they could be extracting the information somehow," Leo shot out.

"If the neurons really are preserved it could be possible," Jemma concurred.

"Theoretically," he added. No one had done anything like that before as far as either of them knew and they were far from behind on current breakthroughs.

"If anyone has managed to do it it was done in secret," Jemma informed the team.

"Taking the thoughts of dead people though?" Trip muttered disapprovingly. "What ever happened to rest in peace?"

The others frowned in agreement.

"The staff wasn't very helpful," May told them. "None of them reported anything suspicious."

Leo and Jemma let the others in on their findings and then the team decided to call it a day.

Leo still wanted to do some more testing on the shapeshifter but Jemma was finished with her part. She offered to stay and wait with him however he shooed her away.

"You wanted to try a panda bun didn't you?" He reminded her, speaking of a local pastry they'd seen. "Go on, the stand closes soon."

"Alright," she smiled, kissing him before taking her bag. She wrapped him up in her arms and he returned the embrace, enjoying her scent and the warm feel of her against him.

"Get me one," he requested as they pulled apart.

"I'll get you two," she laughed, waving as he watched her leave.

He waved back and blew her a kiss which she returned, beaming at him.

It always became strangely empty wherever he was when she was gone but he went back to work and let himself become lost in his fascination.

She was still out there, shining her light on the world, and she would return soon. They always returned to each other.

/-/-/

Jemma skipped back, happily munching her panda bun. It was really more of a donut, vanilla swirled with dark chocolate, but it was delicious.

"Miss, miss could you help me?" a young boy wailed, tugging at her sleeve. "I can't find my mom."

He looked frightened, poor little thing. This was a busy street, he could get get himself hurt wandering around on his own.

"Oh no, don't cry," she soothed, kneeling down and slipping the bun-donut back into the paper bag. "We'll find her don't you worry."

She let him hold onto her sleeve as they searched the crowd.

"You sure have a lot of donuts," he sniffed, hopping a bit to see the bag.

She almost offered him one but he should know better than to take sweets from strangers.

"They're to share with my boyfriend," she explained instead.

"Oh," he said, seeming disappointed.

'Sorry kid,' she mused to herself.

"I think I saw her over here last," he informed her, leading her down a quieter street.

"Do you live here?" She wondered, suddenly nervous as he led her down emptier and emptier streets until they were alone.

'He's only child,' she assured herself. Well... Unless...

"I don't think we should be here-" she began but cut herself off when his face took on a very unchild-like expression.

Cold dread seeped through her a second before the not-child moved like lightening and struck her head.

There was a sharp pain and her vision swam before she passed out.

/-/-/

"What took you so long?" Skye asked, as she saw Simmons finally return. She was sitting outside, enjoying the fading sunlight. "Did you get distracted by a fish down by the river?" she chuckled. "Or a bird?"

"A fish," Simmons grinned.

"Those just for Fitz or can I have one?" She inquired, eyeing the bag.

"I'm sure I can spare one," Simmons smiled, handing a bun over. "I'll meet you inside. It's a lovely night."

"OK." Skye chirped, boarding the Bus.

"I'm in," she whispered when she was sure the agent was out of earshot, seemingly to no one. However she knew exactly who was listening.

/-/-/

* * *

The pendant is a reference to the fact that I got the idea for how the shapeshifters work from a book called the science of Doctor Who by Paul Parsons in which the potential way the tardis disguises itself might work is thought out. I also got some inspiration from the episode of Fringe the Johari Window.

Thanks for all the likes, reviews, reads and follows. You are each irreplaceable :).

The shapeshifters are probably complete science fiction. I have zero knowledge of engineering and the last time I learned physics was in high school from a chem teacher. (We ran out of physics teachers). I do think physics is cool though.

The Fringe reference is the seahorse. It is one of the glyphs they show before commercial. Each glyph represents a letter of the alphabet and together they spell a word at the end of the episode.

NMR spectroscopy is a method used in biochemistry to find out the chemical composition of organic compounds (which I am pretty sure plastic is). I dunno how realistic using it for this would be or if they would be able to have a machine in their lab (maybe they sent it off and had the results faxed to them). I just remember having fun solving them in school.

The idea of extraction of information from human brains is from Dollhouse and Fringe.


	3. Chapter 3

Everything was hazy and the edges of her vision were strangely discoloured, bluer than they should have been. Something had happened to her but Jemma couldn't remember what.

She was back in the lab, talking to Leo. He was going on about the hair, he didn't know how the hair worked but she didn't understand what he was saying. What hair?

"What do you think?" he was asking her.

She tried to answer, to say she didn't know what was going on and something was wrong but she couldn't. She had no control over her body. In fact she could only barely feel that there was more of her than her eyes.

'What do I say?' a voice, which did not belong in her head, demanded.

'What's happening?' she wondered blearily, becoming increasingly frightened.

"Jemma?" Leo called, his eyes filling with concern. "Are you OK?"

'No,' she tried to tell him. 'Something's wrong. I don't feel well.'

"I don't feel well," she said instead, her voice sounding far away and slightly unfamiliar like it would on a recording.

Well at least that was improvement, she'd got part of the sentence out. It didn't feel like _she'd _said anything however.

"It was the panda buns wasn't it?" he guessed. "I knew they were going to make someone sick, that vendor left them out in the sun too long, I could tell. Me and Skye have stomachs of steel but your poor digestive system is a bit more sensitive isn't it?"

'Yeah,' she thought, 'that makes sense.'

Did it? It didn't explain the weird vision or the out of body sensation she was experiencing.

"Yeah," she said. "that makes sense."

He touched her head tenderly with the back of his hand. "You do feel warm."

'Do I?' she wondered before she heard herself say it. There was a small, painful jolt in her head and she became slow and disoriented again.

"Yeah, you'd better get some rest." he suggested before he kissed her forehead softly and she closed her eyes, smiling at the pleasant sensation.

He returned her smile and she felt a momentary sense of calm before she remembered something was very wrong.

"OK," she said, getting up. Only she hadn't said that and she hadn't gotten up. "I'll see you soon, don't stay up too late."

What was happening?

The world changed as she left the room and she opened her eyes to find herself in the back of a truck, a dangerous looking man gazing coldly down on her.

Her head hurt and as she touched the side of it her fingers brushed against something cold and metal.

What the hell was happening?

"Is it working?" the man asked another slightly less imposing man holding a bulky tablet.

"The connection with B21 is established," he informed him, almost smug. "The neural synchronization net is working, like it always does."

Connection?

"Shut up you idiot!" the frightening man shouted. "She's awake."

Jemma flinched but she was to weak and numb to move away from him. Instead, she lay on the floor of the truck as the world came back into focus at a painfully slow pace.

The truck stopped and they hauled her out into a building, dragging her along before throwing her onto the floor of a grey-white concrete cell with solid metal door.

Her limbs weren't co-operating with her and she still felt foggy so she didn't put up much of a fight until the door slammed and she finally came to her senses.

She sat up and touched the side of her head again where the metal was.

A connection had been made between B21... and what?

'The neural synchronization net is working,' the one man had said but they didn't want her to know that.

What had she seen earlier? Was that a dream? It hadn't seemed like one.

As her head cleared, the pieces slowly came together. The metal on the side of her head, it went deep under her skin, under her skull, the neural synchronization net perhaps.

_She_ had been connected with something, with B21. The thing in the lab hadn't been her but Leo had thought it was.

Her stomach clenched in fear as she began to understand what was happening.

B21 was a shapeshifter and it was using her thoughts to trick everyone into believing it was her. It had used her to fool Leo into trusting it and now he and the rest of her team were in horrible danger.

/-/-/

At 11:30 Leo put away his tools and closed the light to the lab before setting off to see Jemma. He hoped she was OK, she had looked awful earlier, pale and disoriented and she'd definitely had a fever.

Stopping in the kitchen, he poured her a glass of water in case she was thirsty and headed for her room.

She wasn't there so he went to his own room and found her curled up under his blanket (really their blanket), still pale and sickly looking.

"I got you some water," he told her gently, placing the glass on the table beside her.

"Thank you," she murmured, sitting up to take a sip before laying back down.

He kissed the side of her face. "Still feeling sick?" he asked. It was more of a statement than a question however.

"Maybe you should be more careful you don't catch it too," she teased, smiling.

"I don't care," he informed as he changed into his pyjamas. He probably had it already anyway.

"I do," she told him, squirming away as he lay down beside her.

She was protecting him from her cold, pointless but sweet. He wondered if she was also achy from her fever. Poor Jemma, he shuffled away to the edge of the bed to give her some extra space to get comfortable.

"I figured out the hair," he began then stopped himself. She was probably exhausted. "But you probably want to get some sleep don't you?"

"You can tell me," she yawned. "If I start snoring you'll know you can stop. Or not," she chuckled. "Whatever you want."

Silly Jemma. She was probably curious, despite her weariness.

"They weave it like a spider weaves silk," he told her, knowing she loved spiders. "And they can degrade it and store it for later if they need shorter hair. I think they may need to eat actual food sometimes to replenish their supply if it's made from something organic. You'll need to help me on that tomorrow if you feel up to it..."

He went on for about half an hour before her silence and her soft breathing caused him to guess she was asleep.

"Goodnight Jemma," he whispered fondly before closing his eyes.

/-/-/

B21 did not sleep. She had spent the night processing the information obtained from her first day as Simmons.

She. That was what she was for now, though she didn't really have a gender. Or an age, she could be a child or an elder or anything in between. It was simpler, however, to identify herself with the traits her current body identified with.

She'd listened to agent Fitz chatter away unsuspectingly about his findings and searched through his possessions and the engineer was definitely a threat. He knew too much and he'd obviously shared his knowledge with the others. This team's acquisition of 324's (the other shapeshifter's) body was a major setback. Something would need to be done about them.

For now, however, she needed to figure out Simmons' usual morning behaviour. She re-established the connection with the human and was met, as expected, with resistance. Simmons was a quick learner, but then B21 had known that already.

The neural net did more than synchronize them, it was sifting through her memories, pulling out the ones they might need and storing them away like files which B21 could access remotely and which were also available to her creators. Simmons couldn't fight against that, she probably wasn't even aware it was happening.

'What do I do?' she asked her, gazing down at the sleeping agent and thinking it strange how far from threatening he appeared in that moment. Simmons was unintentionally giving her other words for him. Precious, peaceful, unprotected. 'Am I suppose to wake him?'

'You're suppose to get off our plane you glorified toaster,' Simmons spat however her subconscious gave her away and B21 easily found out what she would normally do in this scenario. A kiss and then breakfast with one of the other humans.

Great, more interaction. Why had they abducted a social one?

'Don't,' Simmons warned, disgust pouring in through their connection at the thought of her touching him. B21 wondered briefly what it would be like to be connected to someone who didn't hate you.

There was no need for her objections, the engineer was not aware of this exchange and so B21's performance of the behaviour was irrelevant.

She took the scalpel from the bedside drawer, considering another option. Without him, the others would be blind to the rest of their secrets. They'd have no one to puzzle them out.

Suddenly it was exceedingly loud in her head. The word 'NO' echoed distractingly over and over and there was a rush of powerful emotions which B21 attempted to sort through in case they would be useful later.

It was almost exasperating and B21 wished there was an option of communicating only with words. But words could be lies, this swirling mess of feelings could not be. Besides it was faster and more accurate to link ideas, thoughts, rather than actual sentences.

There was terror, rage, frustration and an overwhelming sense of vulnerability and helplessness as they watched his sleeping face with shared sight. B21 realized that Simmons was seeing how vulnerable he was but somehow feeling exposed herself. She had a deep sense of connection to the other human which B21 realized was part of what was called love.

'You can't kill him,' she shouted and B21 suspected she was saying as well as thinking the words.

'Why not?' she asked her patiently and far quieter.

She received more images and feelings, some seemed applicable and others did not. There was laughter and happiness, the engineer's smiling face (all unimportant) mixed together with admiration and respect (he could be useful to them alive). 'He's intelligent and creative.' she insisted. 'You need his mind as much as mine.'

But, what Simmons was trying to hide, and failing to, was how stubborn he was. How unlikely it would be that he would ever submit his ideas to them.

'It's not as if we have a choice,' Simmons reminded her desperately. 'Please... please don't do this.' The last part came with a fresh wave of pain and despair.

Simmons' irrational need for this human to remain alive was of no consequence however and as B21 went through the significant information it was becoming increasingly clear that killing him was the best option.

The link between them became unbearably noisy. Threats and bargains were thrown out in the chaos of horror, panic and misery. It was impossible to make sense of it all. Besides there was nothing Simmons could do to her and nothing she had to offer which they couldn't take anyway. This was becoming a pointless distraction so B21 cut the connection.

/-/-/

"No!" Jemma screamed as the link broke, not caring who heard or what her captors would think of her yelling seemingly at no one. They knew she wasn't anyway.

She hit the side of the concrete wall with her fist, frantic and horrified and infuriatingly helpless.

That thing, that monster, was going to kill him and there was nothing she could do to stop it. Desperately she tried the door again, aware that it was hopeless.

It was locked, of course it was locked, and besides he was miles away, she'd never get to him.

Even so time ticked away like the last few seconds of an exam she hadn't written all the answers for; except failing this would mean the unimaginable. She searched her mind for some sort of solution, some way out but she knew this was the one test she didn't have time to pass.

"No!" she sobbed, banging on the door. "Please, tell it not to! Call it off!" she pleaded with whoever would hear. There must be someone. "I'll do anything, I'll tell you whatever you want, just stop it!"

There was no answer and she fell, shaking and crying, to her knees. "Don't," she repeated over and over until she couldn't speak.

'It's probably over now,' a traitorous voice in her head told her.

'Shut up.' she thought.

How could it be over? How could the world keep turning if he was gone? Wouldn't it feel different? Be darker, colder?

None of that made any sense, she knew. Of course the world was still spinning, people d-... it happened all the time. Every few seconds and the world kept rotating on its axis because the two things were completely unrelated.

'It's over,' she thought again and this time she couldn't push the truth away.

A horrible, agonizing empty weight crept into her, like someone had scooped out her insides and replaced their mass with bags of sand, and she brought her knees to her chest, trying to hold what was left of herself together as she shook with uncontrollable sobbing.

/-/-/

B21 flipped the scalpel over in her hand, processing.

She could easily slit his throat without arousing immediate suspicion. He would be paralyzed and unable to scream or shout while he died which would take little time. That would only give her until 7:20 or, if she was fortunate, 7:25 before the others came to find him. Then they would know.

She lifted her gaze to the clock: 6:34. That wasn't lot of time and it was probably better if she acquired more information before she had to leave.

Had the data the scientists and the hacker collected been communicated to anyone outside this team?

B21 wasn't sure she could figure that out in an hour, especially if she were expected to be having breakfast with agent Triplett not Coulson, the leader. She would most likely learn more in the team meeting but that meeting would not take place if agent Fitz was dead.

And besides all that there wasn't really much more he could figure out from 324's body. Nothing worth risking her cover for anyway.

She placed the scalpel back in the drawer and left for breakfast. He was right, she did need to eat sometimes.

/-/-/

Jemma wept in the corner of her cell, shattered and defeated. She didn't know how long she'd been crying but it didn't seem like time mattered anymore. Time had ended, the world had ended.

'But it hasn't,' that voice in her head reminded her. 'It's still spinning.'

'I don't care,' she hissed.

'But you do,' it insisted.

She was going crazy, next she'd be talking to herself out loud.

'Shut up,' she demanded. 'Can't I have a moment to grieve?'

'No,' it informed her.

'That's not fair,' she argued.

'None of this is fair,' it reasoned. 'That doesn't mean you stop trying to do the right thing.'

Wonderful, just wonderful. It was her bloody conscience.

'What can I do?' she wondered hopelessly.

'Something, there's always something.' it pushed.

'He's gone,' she thought, feeling a fresh wave of grief overcome her. 'I loved him, he was my heart and now he's gone because I helped that damn piece of scrap metal trick him. Why does anything matter anymore?'

'There are other people you love,' her conscience persisted. 'And there are other people.'

It was right... she was right, this was in her own head. This voice was her own.

She still had her parents, her family, her team which had become family. There were billions of people out there and the ones who built the shapeshifters were going to keep hurting and killing until someone stopped them.

Leo wouldn't have wanted her to quit. She didn't want herself to quit.

She withdrew into her sweater, pulling in her head, knees and arms like a child would, probably stretching it but it was only a sweater.

She probably looked stupid but _that_ certainly didn't matter because she was far from stupid. She knew they were watching her and she needed some privacy to think.

She played with the pendant he'd given her as she raked her brain for an idea. It shimmered as it changed into a rotating earth and then into a tiny portrait which showed her her family and her teamate's images in procession. They weren't real photographs but pictures from her head.

It ended on Leo and she stared at his smiling face which cheered her even now. He was still with her, still helping her. His memory and this wonderful necklace were giving her strength.

It was amazing the things it could turn into... what if it... could it...?

She wrapped her fingers around it and concentrated on what she needed. It shimmered again and she smiled a tiny smile despite her painful, broken heart.

Even now he was still helping her, they were still working together and she might just have a way out.

/-/-/

* * *

**Fun Background**

Thank you so much for all the wonderful reviews, likes, follows and reads. It is all appreciated and you are awesome!

Do you know what the pendant turned into? Maybe you do already. Is it obvious?

The Fringe reference here may be a little vague but it is when Simmons is feeling like her organs have been taken out and their mass replaced with bags of sand. In the episode Entrada, Walternate and altBrandon are discussing sending back our Olivia to our universe. Brandon suggests they kill her and remove her organs for study before sending the body back. However they need our Olivia to be of equal mass to their Olivia so they can make the switch and get her back so they decided to replace the organs with something of equal mass, I think bags of sand. (Super creepy huh? 0.0)

324 and B21 go together to make Cosima's (Orphan Black) tag number. I know I already used this reference in Best Team Ever but I couldn't bring myself to do a story about doppelgangers without a reference to clone club and I only know Cosima's tag number.

The way Simmons and B21 communicate is based on the book the Chyrsalids by John Wyndham which I read in high school. I thought the ending was kinda messed up but it was interesting.

Again, no real science here :P I don't think. A lot of it is based on science fiction like Dollhouse and Fringe.


	4. Chapter 4

Leo awoke at to find Jemma had already left. No kiss his morning, that was... weird...

She always kissed him, every morning. What had changed today? Maybe...

Nah. No he was being paranoid. She'd been herself last night, he'd seen it in her face when he'd kissed her forehead in the lab. It was Jemma.

'It doesn't mean what you think it means,' he told himself. 'She's sick remember, she doesn't want you to catch it.'

Stupid cold infecting Jemma and making her achy and icky and contagious. Stupid cold not infecting him too so she could give him kisses.

He gazed up at the clock, 7:20. An unpleasant bolt of alarm zapped him as he realized he was late.

He dressed rapidly, pulling his pant leg out of his sock as he dashed out of the room to the kitchen.

Jemma, Trip, May and Coulson appeared to be done breakfast however Skye was placing two slices of bread in the toaster. No time to wait his turn.

Cereal it was then, he thought grumpily as he poured himself a bowl. Toast was much tastier and warm.

He sat beside Jemma and she shuffled away again. He was seriously considering looking into a cure for the common cold.

'Sorry,' she mouthed, seeing his face and he smiled at her, shaking his head. The cold was her enemy too, they would need to collaborate to take it down.

Toast flew through the air onto Skye's plate and Jemma let out a squeak of surprise.

"Really Simmons?" Trip teased on her other side. "I thought you were done jumping at flying objects."

"Oh, well... You surprised me." she giggled.

'Did she sound nervous?' he wondered as Skye apologized. No that wasn't Jemma's nervous voice, she must be stuffed up or something.

Poor Jemma all sick and achy and stuffed up and bravely holding back from human contact for everyone else's sake. He should help her.

Leo coughed a few times and sniffed as if his nose was full. He then blew it loudly on a napkin, mumbling an apology when everyone stared at him.

"I must be sick," he told them, glancing at Jemma who raised her eyebrows at him. He coughed again for good measure but she didn't seem to understand.

He gave up and poked at his cereal dejectedly, glancing longingly at Skye's toast.

"Trade you," Skye whispered, sliding her toast towards him across the table.

"Oh... well I don't want to get you sick..." he objected, keeping his cover.

She rolled her eyes at him, "I'll take my chances Sneezy. I can't take those big sad eyes on my food." she chuckled, digging into his cereal while he crunched the toast. Simmons didn't scold him this time.

Skye hadn't believed him. Maybe she was secretly telepathic as well as telekinetic, his performance had been spectacular.

Jemma was still about a foot away though...

He tried to appear happy with the toast which he really was grateful for.

/-/-/

B21 listened to the progress the team had made, they were quickly becoming a serious problem. May and Trip had managed to find a witness who'd seen the shapeshifters drive off and Skye had hacked trafic cameras to follow the license plate number Coulson had procured from the security camera's of the Cryogenics facility. They knew where her creators were.

Well, at least they had an idea. They had tracked the vehicle to the edge of the forest, however they didn't know where the building was. It was somewhere in the many miles of woodland. They were sending Trip, Skye, Fitz and herself to search through it.

Not an entire disaster, however the engineer had found a way to track the pattern of electrical signalling which the shapeshifters gave off, they might be able to find the building. Then they would call Coulson and May who would be flying over the woods in a small plane, searching by air.

Perhaps it would have been worth killing him. They hadn't even discussed how the team's knowledge had been communicated to the rest of Shield.

The chances of them finding the building were high unless she found a way to interfere. It wasn't the main facility but it was important enough and she needed to stop them.

She closed her eyes, pretending to be drowse, and re-established the link with Simmons. She was met with immediate, powerful resistance.

'Oh stop it,' B21 scolded. 'I don't have time for your ridiculous games.'

'I'm not playing games,' she snarled assaulting her with a tide of fury and hatred.

Simmons' mind ignited like a loud, angry flame. It was filled with pain, despair and a horrible feeling of emptiness. It was burning B21 up inside to keep the connection open and she shut it quickly before her discomfort showed on her face.

Something was seriously wrong with this human. It must be defective she decided. Not that she'd connected with many of them, this was only her second.

Whatever the case, Simmons had obviously broken at some point, B21 suspected a faulty neural synchronization net.

It looked like she was on her own.

/-/-/

Jemma held the uncut key in the palm of her hand. The door had a lock on both sides of it, she could see it when she poked the top of her head from her sweater.

The abomination tried to re-establish the connection and she fought it with everything she had. That thing was not going to see that she had a way out.

It told her to stop playing games which had infuriated her. It thought this was a game to her? This waste of metal thought that it looming over the person she loved with every part of herself and debating whether or not to kill him was the same thing as playing Operation?

Did she think it was a _game_ that Leo was dead? That he'd never feel happy, or have a satisfyingly wonderful idea, or make a silly joke ever again.

She could come up with a game. Let's play suck the shapeshifter into the vacuum it's left in my soul and let it rust into nothing.

Jemma was losing control of herself, sobbing and shaking again as she was hit with waves of anguish and loneliness. It was a minute before she realized B21 had broken the connection.

She had chased it out. The damn piece of junk couldn't handle her emotions so it had left. She almost laughed. It had given her a powerful weapon to use against it, and though she wished it hadn't, she intended to fight with it.

That and the tools Leo had left for her.

She reached for the localized EMP she still had in her pocket. They really hadn't searched her very well. Didn't everyone pack a small kit of gadgets when they went to buy donuts? It was always good to be prepared, especially with shapeshifters lurking around, and preparation was something at which Jemma excelled.

There hadn't been much of a point in using it until now. Even if she took out the cameras watching her she'd still be locked inside. Now, however, she had a key. Or potentially.

'It'll work,' she told herself putting her faith in Leo's gift.

She popped out of her sweater, hit the button on the EMP and rushed towards the door, pendant in hand.

Carefully, she placed it in the keyhole. It shimmered again and she turned it slowly, hearing a click as the door unlocked.

This was definitely the most incredible necklace in the world and it was made all the more precious because Leo had given it to her. She tucked it safely under her sweater as she opened the door.

She exited into a short hallway which led her to a room on the left filled with people buzzing around and trying to fix the broken view of her cell.

No one noticed her in the chaos and she had time to grab a gun which was lying on a nearby counter. She debated killing them, shooting out at least a few of them. They had let that thing kill Leo despite her pleas, despite the fact that he was good person who deserved better.

She hadn't escaped for revenge though, she had escaped to stop what happened to Leo from ever happening again, so she took the gun and quietly moved on.

As she reached the exit an alarm blared and thick metal walls began dropping down over the doors. The building was going into lockdown.

Jemma sprinted as fast as he could and rolled under the falling wall, out the door her momentum pushed open. The edge of her stretched sweater caught between the wall and the ground. She swore but thought quickly and pulled out her marvelous pendant.

It morphed into a tiny knife and she cut herself free. More like a sonic screwdriver than a tardis.

She dashed away from the noise and the shouts of guards and disappeared into the woods.

/-/-/

B21 was partnered with the engineer, who would be incredibly irritating if she could feel things like that. She as quickly discovering that she could.

He kept hinting that he was ill and looking over at her expectantly. What did he want some chicken noodle soup? They were on a mission, he should just buck it up. That was what she was allegedly doing.

She wished she'd been partnered with the quiet one, the serious woman who seemed to be one of their leaders. May was her name.

He coughed again and she thought that anyone else really would have been preferable.

She had no idea how to deal with him and was becoming progressively more worried that she wasn't behaving in a way he was anticipating.

B21 reluctantly reopened the connection with Simmons again as she pretended to look at the tablet which was scanning the woods for shapeshifter's electrical signals.

She'd put hers on a different frequency and warned the others to do the same however some of the equipment in the facility had the same pattern and could not be changed. They were getting closer.

Simmons fought again, sending that horrible burning emptiness over, however this time B21 fought back.

'Why are you struggling so much?' she wondered, prying into Simmons' head.

It was incredibly unpleasant, however she managed to fish out some information. The human had escaped and she was in these woods somewhere. B21 could easily track her with the signal shared between them so, after being sure the annoying engineer was not paying attention, she slipped away to find her.

/-/-/

"I think I've got something," Leo announced, lifting his eyes from his tablet and expecting to see Jemma.

She wasn't there.

"Jemma?" he called. She didn't answer and he his insides chilled with fear. "Jemma?!" he shouted.

Could she have been kidnapped? Or... kidnapped? He'd been right there, wouldn't he have noticed?

"Jemma!" he screamed, running around frantically.

"What? Did you need something?" she asked, appearing out of the woods and sounding slightly exasperated as if he were the one who'd just done something irrational.

"Where were you?" he exclaimed, upset she hadn't said anything before wandering off. This wasn't exactly a trip to an amusement park, she could have been hurt, or trapped. It wasn't like her to be irresponsible like this. It wasn't like her to wander off without communicating...

"Oh, I thought I saw something," she answered breezily, completely ignoring the distress in his voice. She caught his expression and smiled apologetically. "It was nothing, no need to worry. C'mon sweetheart, we'd better get going."

Sweetheart? What had he done to get a sweetheart? She didn't call him that because she felt bad. She wouldn't use the term against him to melt him when he was mad at her.

It was a detail in a long list of details that weren't quite right.

She hadn't kissed him this morning and he'd thought it was out of concern for him, not wanting to get him sick but she didn't look sick now and there were clues, little things that didn't seem right. Her jumping at Skye's powers, not understanding his hints being sick (she would have at least told him to stop.)

On top of that, her calling him sweetheart had had no effect on him just now, which wasn't right. When Jemma called him sweetheart it was like warm sunshine melting his heart made of toffee. But that wasn't sunshine and his heart remained solid.

It was the way she'd looked at him, he realized, as she'd said it. When Jemma said it her eyes shone with unquestionable love as deep and strong and unbreakable as his love was for her.

Whoever this was had not looked at him that way. Whoever this was was not Jemma.

"Are you one of them?" he asked, trying to keep his voice steady. "Are you a shapeshifter?"

She frowned at him, eyes narrowed and shaking her head like he was being crazy. "Why would you ask me something like that?" she answered. "It's me, you know it is."

'I know it's not,' he thought, fearful and furious. 'Wrong answer you stupid, poorly designed piece of junk.'

Suddenly he actually did feel sick because if this was a shapeshifter then where was Jemma?

/-/-/

* * *

**Fun Background**

**Thank you so much for all the great reviews, follows, likes and reads. You are all incredible. **

**Special thanks to notapepper for helping me sort through my ideas for B21 :). **

Congratulations to notapepper and flute125 for guessing correctly about the key! You win an imaginary shapeshifter necklace. Use it wisely (or just have fun, whatever).

The Fringe reference is the game Operation. It is played throughout the series by the characters and Olivia plays it on robot heart Peter at one point (not so fun, touch the sides and bad things happen)

Also I think B21's symptoms are more flu-like looking back. But it could be a cold too. She wasn't even really sick so maybe it doesn't matter haha.

I kid you not, the first time I spelled drowse it was drowzee like the pokemon. Oh my spelling...

The next chapter is pretty much all written and so should be up soon. It was going to be one ginormous chapter but I figured I'd separate it into two to make reading and my own editing/ keeping track of where everything is easier.


	5. Chapter 5

Leo took out the gun he'd brought and pointed it at its face. "Where is she?" he demanded, and saw it flinch at the venom in his voice. Was it still pretending to be Jemma or was it actually scared?

"Sweetheart-" it began raising its hands defensively.

"I'm not your sweetheart," he spat at it. "Stop playing games, you've lost. I know you aren't her. Now tell me where she is or I'll turn you into scrap metal."

"I'm not... stop... you're scaring me." it whimpered, taking a step back.

"Where the hell is she?" he hissed quietly, fear mingling with rage. "What did you do..." but he couldn't finish because he was suddenly overtaken by the terrifying thought that this thing might have- no, no it hadn't. She was alive. She had to be.

"Please Leo, it's me." it begged. "Please don't shoot me."

It certainly looked terrified. All the evidence pointed to it not being her but he still hesitated, frightened. What if he as wrong? If it was a shapeshifter he wouldn't have time to shoot its arm first but if he shot the head and it was her...

His hands shook and he felt himself freeze up, unable to make a decision. It must have noticed his weakness because it shot towards him with that horrifying, unsettling speed.

/-/-/

Jemma caught her breath, leaning against a tree. Had she gone far enough? Probably not but she had knot in her stomach and her legs were burning. She needed to take a break.

The terrible machine opened the link again however this time she was ready. It wasn't so hard really, all she had to do was think about what she'd lost and she'd become painfully aware of the aching emptiness inside of her which B21 couldn't seem to stand even for a minute.

It was pathetic, she was living with it and she wasn't curling up and quitting. After this was over she'd let herself grieve, find a quiet corner to cry in.

It was working but it was draining thinking about him and knowing she'd never see him again. She thought it might be easier, after, to try and just forget but she wasn't going to do that.

Even the good memories hurt but she was holding onto them. She was never planning to forget what it felt like have someone who knew what you were thinking before you said it or who could make you feel better no matter how sad you were. She wasn't ever going to let herself forget anything about him because then those parts of him that were part of her would be gone too.

B21 wasn't going away and Jemma felt it worming into her thoughts despite the mayhem in her head. It knew she had escaped and it was in the woods too, with her team.

'It works both ways you dumb mass of metal,' she thought resentfully once it broke the connection.

Her team. They were here and she had to find them, warn them.

Forgetting the knot in her stomach, she pushed off of the tree and ran, listening for familiar voices.

After a short time she heard her own.

"Please don't shoot me," she was saying. Not her, the shapeshifter.

'Yes shoot it,' she thought as she skidded towards them, pulling out her weapon. 'Or I'll shoot it for you.'

She didn't understand what she found when she reached them. The shapeshifter was being held up by... another shapeshifter?

It looked like Leo but it couldn't be him... could it?

This was a trick wasn't it? Some cruel trick they'd devised to capture her and she knew she was going to fall for it.

'It could be him,' she told herself hopefully. 'It's not impossible.'

However, hope in this particular situation was an incredibly dangerous thing to feel and she pushed it down.

Neither of them had noticed her they were so intent on the exchange between them. She was hidden, slightly, by the low branches of a tree, and she watched them unsure what to do.

Then that thing bolted towards him and she stopped thinking about whether or not interfering was a safe idea.

Whether it was Leo or not, her strong need to protect him kicked in and she leapt out, putting herself between him and the shapshifter, ready to fire at it.

She wasn't exactly sure what happened next, it was incredibly quick, but she felt B21 reopen the link between them.

It was scared, it didn't want to die and however angry she was with it, however much she hated it, Jemma suddenly felt the emotions as if they were her own.

She lowered her aim and hit it in the chest.

Maybe that was what had happened... she could have also missed she wasn't exactly James Bond. That was it, she told herself, she'd missed. She had only imagined that brief second, that much couldn't happen in such a short time could it?

The shapeshifter was thrown back, broken and twitching but alive. It got shakily to its feet and she feared it would attack but it didn't. Instead it ran away, slower but still incredibly fast, and disappeared into the woods.

/-/-/

What the hell had she been thinking jumping in front of him like that? It could have killed her, he could have shot her, he'd been about to shoot the shapeshifter.

Leo threw the gun to the ground, horrified at what had almost happened.

But he couldn't stay upset, he was too glad she was alive. She was here and she was alright and it was definitely her, not a shapeshifter, turning around to face him.

"Jemma!" he exclaimed springing towards her, relief surging through him.

She turned the gun on him, eyes narrowed wearily and he stumbled back, raising his hands to show he meant no harm.

"Jemma, it's me." he told her. "It's me, I am a shapeshifter."

Her face softened for a brief moment, eyes bright and confused as she scanned his face. Then she narrowed them again and some of her tears spilled down her face.

"They could know that," she told him, her voice thick with pain. "They're in my head, they could know anything."

He noticed the shiny grey patch of metal above her ear and the awful purple-blue bruise on the opposite side of her face.

"What did they do to you?" he breathed, guilt washing over him. How hadn't he noticed she was gone? What was wrong with him? Whatever had happened to her it was his fault, he should have known better. "Jemma I'm so sorry-" he began, reaching towards her.

"Get back," she snapped. She seemed torn, frozen as he had been. She wasn't going to shoot him, he was certain, but he kept his distance. "How can it be you?" she demanded. "I was in its head, I felt its thoughts. It was going to... going to... he's gone." Her voice shook as she finished.

She had been in its head? Was that what that metal thing was for? Was she still linked to it? Had it tricked her into thinking it was going to kill him or had it actually been planning to murder him at some point?

If it was in her head, if it knew what she knew how...

"How am I suppose to show you it's me?" he wondered, aggravated with the mess they'd found themselves in but trying to keep his frustration out of his voice. This wasn't her fault and she was already frightened and hurt.

"I don't know," she muttered. "I don't know... just... just let me think."

"I could cut my hand," he suggested. "They don't bleed."

She scoffed. "You don't think I know blood is easy to fake? I've faked it before myself. Last year on Halloween."

"You were a zombie police officer," he smiled. "I still think my costume was better." he teased.

"You were a zombie brontosaurus," she chuckled. "Points for out of the box thinking anyway but I still think I won on overall execution. I successfully incorporated all the traits of a real human corpse."

He scrunched his nose at her, grinning still. "Hey, brontosaurus _is _sort of a dead dinosaur." he argued. "They realized it wasn't a real dinosaur in the 1970s because it was actually the same thing as an Apatosaurus and they killed the name right? But people still use it, very undead if you ask me. An excellent and well thought out costume."

"All dinosaurs are dead silly," Jemma laughed, smiling affectionately at him for a second before she swallowed and her expression turned serious again. He could tell she was battling with herself, between wanting him to be there and knowing it might not be him.

Good. Jemma was no fool and he was honest enough to know that nothing he'd done was convincing enough to prove it was actually him.

He only knew because... well because he was him of course. And he knew it was Jemma because she had saved his life.

"Pat your head and rub your belly," she commanded suddenly.

"Seriously?" he asked, raising his eyebrows.

"Just do it. Now," she ordered forcefully.

He tried but he couldn't do it, he'd never been able to do it. She knew that... oh.

She watched his unsuccessful attempt as he patted his head and belly then rubbed his belly and his head, actually trying because she'd be able to see if he was faking. He didn't need to fake his uncoordination though, this was genuine.

Her body visibly relaxed and she lowered the gun slowly, a sea of emotions pouring from her eyes.

"It's really you isn't it?" she whispered.

He nodded, taking a cautious step forward. "It's me."

They remained where they were, she seemed unable to move. Tears streaked down her face and her lip trembled.

She was hurt, he worried, she was hurt and angry that he hadn't seen the shapeshifter for what it was.

"Jemma I am so so-" he began but he was cut short when she let out a soft sob, dropped the gun and raced forward to embrace him.

"It's you," she marveled, holding him tightly and nuzzling her wet cheek against his. She turned her head and kissed it before pressing her face against his again.. "That thing... I thought it..."

She fell silent, holding him with one arm while the other stroked the back of his head.

"I'm sorry," he said again, wrapping his arms around her.

"Stop apologizing," she scolded, moving away slightly and catching his eyes. "It tricked both of us, it had every reason to fool you and you still saw through it eventually."

"I wasn't exactly very useful when I did," he joked.

"I'm still proud of you," she told him, eyes shining. She pulled him towards her again. "And I love you."

"I love you too," he answered, feeling whole and absolutely certain it was her.

/-/-/

B21 stopped a safe distance away and looked down at her torn apart body. The damage wasn't so bad, not many important parts were kept where she'd been shot, however she still felt like something had been badly broken.

She'd opened a link between herself and Simmons, hoping to convince the human not to kill her. She'd been... afraid to die.

Simmons had felt her fear and had spared her, lowering her aim from B21's head.

Something had happened as she'd been shot. They'd been connected as she'd been damaged and that connection had been warped somehow, had warped her.

Her programming had changed.

/-/-/

* * *

**Fun Background**

**Thank you so much for all the great reviews, follows, likes and reads. You all win Halloween. **

The Fringe reference in this story was the Halloween costumes. In the first season episode The Ghost Network Olivia tells Peter she knew she wanted to be in law enforcement by the time she was nine to which he responded that when he was nine he wanted to be a brontosaurus (when he as eight he thought he was stolen from a world at the bottom of Reiden Lake, so Peter gets points for creativity.)

The banter about whose costume was better came from the fact that brontosaurus is not a real dinosaur (the fossil they had was an Apatosaurus with the head of a different dinosaur according to a few websites) and they would know that. I ended up really liking it so I am glad about the mix up.

I don't think Fitz usually carries weapons but on this mission, especially if they were paired up alone, I figured he would because it is really one of the only things that would stop the shapeshifters.

This took slightly longer than expected because I went to bed haha.


	6. Chapter 6

Jemma held onto him tightly, feeling whole and right and impossibly happy.

It had been horrible, turning a gun on him like that but she'd been unsure, unable to believe what she was seeing however much she wanted to.

Hope was dangerous, hope would get her killed or smash her heart into more tinier pieces than it was already in.

She'd been unable to help feeling it though, the expression on his face when he'd seen her was achingly familiar and he'd know the code phrase. It had certainly seemed like it was him.

The shapeshifters likely already knew it too by now however, she'd reminded herself grimly.

Then he was talking to her again, about Halloween costumes and zombies (how strange, a man back from the dead teasing her about zombies) and they'd laughed together like they always did. For a second she'd let her guard down.

'They might only be showing you what you want to see,' she'd forced herself to remember.

'I want to see him pat his head and rub his belly at the same time,' she'd thought imagining he could do it until she almost believed it. It made sense that someone so skilled with their hands would be able to.

She couldn't hold the lie for long though and so she'd had to snap at him to hurry up.

'He can do it,' she'd repeated over and over in her head.

But he couldn't, he couldn't because Leo couldn't. He couldn't because he was Leo.

It could have still been a lie, a trick, however in that moment she'd let her defences fall, let herself believe what was in front of her because it was beautiful and amazing and she wasn't going to stand there all day pointing a gun at him.

She'd let herself rush forward and gathered him into her arms and he'd returned the embraced pulling her together again.

It was him, she knew with complete certainty that it was him.

/-/-/

Hours later Leo supervised the doctor in the Shield facility as he examined the neural synchronization net.

As far as Leo could tell, it worked like an incredibly sophisticated ECG and the two millimetre thick metal sheet was the processor which stored, sent out and received information.

He didn't know how it was communicating information to Jemma or exactly what it was capable of and he would have liked to be inspecting it at that moment except that the doctor had insisted his work took priority.

"You can examine it once we get it out of her head," he'd told him and he hadn't argued because that sounded more than reasonable and he'd _thought _this man knew what he was doing.

The doctor, who'd introduced himself as Dr. William Bell (not agent as he or Jemma would have) now peeled up the edge of the metal, pulling slightly on her skin.

Jemma grimaced and her grip on Leo's hand tightened however she didn't complain.

"Are you sure that's a good idea?" he worried, sticking his face next to it so he could get a better look.

"I've seen the scans," the doctor reassured him, impatiently motioning for him to move. "I know that the net extends across her brain but this shouldn't tug on it too much."

_Too_ much. It shouldn't tug on her _brain_ too much? Who the hell was this guy? Was he even a real doctor?

"Are you sure you know what you're doing?" he demanded as the alleged doctor pulled at it again to take a tissue sample from around the edge and Jemma flinched. "Hey, be careful! Can't you see that it's hurting her?"

"Fitz it's fine, I saw the images too remember? He meant tugging on the net, not my brain." Jemma assured him, reading his thoughts and smiling bravely. "I'm sure he's being careful. Let him do his job."

She was giving Dr. Bell far too much credit, she hadn't seen the way he'd been yanking on it.

"I just think you should have a competent doctor working on you not this shiny new green one here," he told her, glaring at him. 'Or at least someone who's a bit more sensitive when he's pulling on things attached to people's brains.' he added, silently because he didn't want Jemma to think he was criticising her judgement.

Dr. Bell didn't look that much older than they were and he didn't seem smart enough to have skipped any grades. Maybe he'd faked his degree.

"I know what I'm doing," the doctor shot back, clearly irritated.

'Can't even keep his emotions under control while working,' Leo thought. 'He isn't a very good doctor is he? Jemma should have better.' He'd have marched out of there right then and found someone else but he couldn't leave Jemma.

"I'm a doctor," the man continued. "I've studied human anatomy and physiology for years, I went through the academy just like you. I'm more than qualified. I can figure out how to remove it safely once I know how it works."

He was trying to figure out how the _device _worked? That was way out of his field and he didn't even seem to have a grasp on his own area of study if he thought pulling so aggressively on something attached to someone's brain was a safe plan.

"Qualified?" he repeated, losing his temper. "I'm the bloody engineer here and that's a machine not a worm or a kidney you dim-witted fraud."

"Leo," Jemma scolded sternly, widening her eyes at him disapprovingly.

Right, she was the one getting poked and prodded by this barely-good-enough-for-the-academy doctor. She was probably frightened and he should be toughing it out for her.

He let out a breath and moved in front of her, smiling reassuringly before pulling her hand to his face and kissing her fingers.

"Sorry," he whispered to her.

She smiled back at him and touched his cheek briefly. "It's fine. But you really should apologize to Doctor Bell."

He grumbled and made a face. That wasn't happening.

She tilted her head, gaze stern and he mumbled "Sorry," in the man's general direction without really meaning it.

"I'm not the one who will be examining the device, we're bringing in another engineer to work on it," Dr. Bell who had moved away informed them, glancing up at them in between preparing a syringe to take a blood sample.

They were what?

"I am perfectly capable of-" he began in the most patient tone he could muster.

"You're too emotionally invested," the doctor cut him off rudely. "We're bringing in someone else."

"I would rather it be Fitz," Jemma insisted. "I'm going to be the one doing it," Leo objected, their voices overlapping.

"He can assist if he wants," the man shrugged. "But she's already on her way."

"Well you can send her back to wherever she came from," he snapped causing the doctor to sigh and put down the syringe. "Who did you clear this with? Does Coulson know?"

"My supervisor made a decision-" he began.

"He doesn't know?" Jemma gasped. "You didn't even clear it with him?" Leo asked incredulously.

"Can you take turns talking please?" he requested politely.

"No," they told him. Even Jemma sounded annoyed now.

He frowned. "Go talk to Coulson if you want," he suggested to Leo. "I'm sure he'd agree with me."

"I'm sure he wouldn't," Leo objected sourly but he wasn't leaving. Jemma needed him and honestly he needed to stay close to her too.

That thing in her head was scary. It was leeching information from her and feeding it back to the people who had kidnapped her. The link between her and B21 could still be established, although she hadn't felt the shapeshifter's presences since it had been shot. Hopefully she'd killed it.

More terrifying than all of that however was how little they knew about what it did. If this idiot would let him examine it they could figure it out but for now they were in the dark.

It could have a self-destruct component. For all they knew when it was finished processing the information (or when some imbecile poked at it) it could send a jolt... or it could... he really didn't want to think about it he decided as his heart squeezed alarmingly.

Hydra had used devices to control other people which could be set off to kill them remotely and the shapeshifter's creators did not seem any less capable of such evil.

So yes, he was angry and afraid and who did this man think he was telling him off? Telling him he couldn't be the engineer assigned to this project. Especially considering that was what Jemma wanted as well.

He wasn't even letting her examine her own blood samples! Jemma had agreed with that however because she didn't want to have any information the device could steal from her.

It didn't mean Leo liked the decision or this ridiculous idea Dr. Bell had of him being incapable of doing his job.

He was right about one thing, Leo was invested, but that simply meant he was going to make damn sure he did everything in his power to get that thing off of her and keep her safe. He should be the one looking into the device and he planned on telling Coulson this (who he was certain would agree with him.)

But for now he held Jemma's hand and tried to make her feel better as she had her blood taken and her head poked at again. He tried to resist shooting word daggers at Dr. Bell whenever she winced. The skin must be hurting from being stretched so much by his clumsy hands.

"And then the proton said to the electron 'No, I'm _positive_ that I'm bigger than you squirt.'" he finished his joke.

It was an old one and she'd heard it before but she still laughed and rubbed her thumb across the back of his hand affectionately.

People laughed more readily when they were nervous he reflected, however she did seem as if she felt better for it.

/-/-/

"'Stop saying that or I'm gonna _erupt_,' the volcano shouted." Leo kidded.

Even though that one hadn't been the best joke he'd ever told Jemma giggled as she lay down on the table, preparing for another scan and he grinned at her. He was cheering her up, giving her courage.

This doctor had been examining her for over an hour now. She'd been sent to him shortly after Coulson had called in a squad to take out the shapeshifter building they'd found.

Skye had cracked their code and they'd destroyed the data which had been collected from the frozen heads (pages and pages of classified information) and on top of that they'd eliminated a few of the shapeshifters impersonating people in power.

That was one down but Jemma knew from her communications with B21 that it wasn't their only facility.

They weren't telling her much more because of the device in her head and she wasn't asking about their progress. It was awful to think her friends were being spied on through her which was why she had sent them away to do their work.

After reuniting, her and Leo had met up with the rest of the team who had escorted them back to the Bus, fussing over her and apologizing over and over.

Leo had been the most insistent, not leaving her side for a moment, asking her every few minutes how she was feeling, if her head hurt.

She was fine with him sticking to her like tree sap however, she didn't want to be away from him anytime soon either. It still felt surreal that he was there, alive and talking to her.

And at least he had stopped apologizing. She couldn't take him saying he was sorry for almost being killed, it was ridiculous for him to feel bad, for any of them to feel bad. They'd been in danger too.

"Simmons I-" Skye had started to say when she'd hugged her.

"Don't," she'd cut her off sharply and she and the others had finally gotten message.

"We're glad you're OK," Trip had said instead when it was his turn to hug her.

Coulson had patted her shoulder and told her she'd been very brave and that he was proud and May hadn't needed to say anything, she'd just placed a hand on Jemma's arm and smiled.

It was incredible they were all unharmed. It was a miracle that Leo was here with her, telling jokes and holding her hand. That horrible thing had almost...

But she wasn't thinking about that anymore, about the terrible vacuum that had consumed her. She hadn't understood how gaping a hole it was until he'd filled it back up again. It was like she had been sick and wasn't anymore but was still drained from fighting it.

She wasn't finished fighting yet though, her life could be in danger and there were people in her head but it wasn't as scary now because she wasn't alone anymore.

Leo was currently taking a break from his jokes to grumble on about the doctor's incompetence. He wasn't being entirely fair, this man knew what he was doing, he just needed to get a better look at the net. The metal was making it difficult to get a good image.

Dr. Bell was also being incredibly patient with him.

"...been through more than enough already and now you're bombarding her with unnecessary radiation because you can't take a proper scan." he was criticising. "How do you know it's safe? Hmmm? Why don't you just give me a minute to look over the damn thing before you do anything else rash and irresponsible-"

"Leo," she whispered, squeezing his hand again and he stopped. "It's going to be OK."

He looked down at her, eyes filled with concern, but he smiled and nodded before leaning down and kissing her forehead softly.

"Of course it is," he soothed, stroking her hair tenderly and pushing a few strands from her face. "We'll get that thing out of you in no time. You, me, Dr. Bell and- umm... agent..."

"Agent Cobb," Dr. Bell filled them in.

"Right," he smiled down on her. "Nothing to worry about, ignore what I said, it was dumb."

It wasn't though, they had no idea what would set this thing off. The CT scan earlier (an MRI had been out of the question because of the metal) hadn't done anything however so it was probably safe.

Besides they needed to see what was in her head if they wanted to take it out. The more they knew the better she'd feel.

She intertwined her fingers with Leo's as Dr. Bell prepared the machine, focusing on her delight that Leo was still with her and trying to forget her apprehension about people sifting through her thoughts.

"OK, I've got one," he chuckled. "Why did it take us so long to invent flight?"

"Why?" she wondered already amused because he was struggling not to laugh at his own joke.

"We were waiting for the _Right _brothers," he finished giggling and both Dr. Bell and herself chuckled at him.

"The machine is ready. You need to leave the room now," Dr. Bell instructed kindly. "You can watch from the window."

He squeezed her hand and kissed her before letting himself be led away.

A few seconds later he appeared in behind the glass, waving at her, and she waved back before the table slid into the machine.

She heard it turn on and the scanner began to rotate around her.

Suddenly there was another presence in her mind. Someone was shuffling through her head and she closed her eyes, trying desperately to stop it.

"Jemma?" Leo exclaimed across the speakers, probably seeing her expression on the camera. "Turn it off! Turn it off!" he shouted.

"It's not the machine," she informed them swiftly, still struggling against what she knew now was B21. "Keep it on. See if you notice anything happening with the net. It's back. B21 is alive."

/-/-/

B21 intercepted agent Cobb as she got out of her car, pulling her out of sight of the Shield facility and curious eyes.

The woman struggled and she struck her head, hard enough to knock her out but not hard enough to kill her.

Should she kill her?

B21 reopened the link with Simmons, trying to figure out what to do. She was met once again with resistance but at least that awful burning was gone and she managed to weave into her memories, finding an answer.

Simmons would not approve of her killing an innocent bystander so she locked agent Cobb in her own trunk, she'd wake up later and her screaming would likely alert someone, then took her form.

Still a she, though older now with streaks of grey in her hair.

She suspected Simmons would not be happy to see her in any form but B21 was coming to help anyway.

She'd been reprogrammed. He allegiance could be shifted, when need be, for emergency purposes and by some accident it had been now.

Her creators, the other shapeshifters, they were no longer her allies.

B21 now answered to Simmons.

* * *

**Fun background**

**Thank you so much for all your wonderful reviews, likes, follows and reads :). You are super allies. **

The Fringe reference is Dr. William Bell. He is the founder of massive dynamic in Fringe (what do we do? what don't we do?) He is a doctor but not that kind of doctor.

It was the Wright brothers who flew the first aeroplane. It's a pun.

And protons have positive charges. I am pretty sure that joke has been made before.

I don't really know much about CT scanners except what I read on the John Hopkins medicine website. Feel free to point out mistakes. I know metal interferes with the scanning but I think I saw somewhere that if you need to have metal on you can still do it with a CT (but definitely not an MRI because magnets) it'll just make it harder to get a good image.

Oh yeah! and Agent Cobb is named after Jayne Cobb from Firefly. Her first name is Jane.


	7. Chapter 7

"What did we learn from the scan?" Leo asked anxiously as he and Jemma sat beside Dr. Bell, analyzing the results in the small observation room.

She shuffled closer to him so that their shoulders touched and took his hand, trying to reassure him.

"It's not so bad," she told him optimistically pointing to the screen. "Nothing about what happens when I'm linked to B21 but book, the net is only on the surface, it seems to be just one layer. Good news." she chirped.

"Simply pulling it out-" Dr. Bell began.

"Absolutely not," Leo exclaimed. "I don't think that's the best idea," Jemma objected.

"- still isn't an option," he finished frowning at them.

One at a time, he kept insisting. Easier said than done, who was suppose to go first? Besides it had never bothered anyone else had it?

"Where is agent Cobb?" Leo wondered impatiently. "You did tell her this was an emergency? I hope she isn't taking the time to finish her crossword puzzle or-"

"She's coming," Dr. Bell interrupted him.

"It'd be nice if she hurried up a little," Jemma admitted. It'd be really nice if she could get this thought leeching potential time bomb out of her head sometime today.

"We don't need her," Leo decided. "I'll take a look myself. I'll probably figure out how to remove it before agent can't-be-bothered-to-show-up even arrives."

"I'd really rather you-" Dr. Bell tried to say.

"I didn't ask your opinion," he snapped. "Who made you the one in charge anyway? Last time I checked our team leader was your boss."

He looked uncomfortable and Jemma found Leo's skepticism was beginning to spread to her.

"Coulson... has a soft spot for his team," Dr. Bell told them carefully. "We were worried that his affections for agent Simmons would cloud his judgement, just as we are concerned about your ability to put the mission first agent Fitz."

That decision was certainly out of line, Jemma thought, bordering on treason.

"If that's what's happening here you don't need worry," Leo assured him, aggravated. "If the mission is saving Jemma of course I'll put that first. What do you think I'm going to do, be too distracted by her lovely sparkling eyes to think about saving her life?"

He had lovely sparkling eyes too, she thought fondly before turning her attention back to the conversation.

"You misunderstand." Dr. Bell said seriously. "Saving agent Simmons is not the first priority here."

Leo seemed baffled but Jemma suddenly understood. It made sense, despite being terrifying. Of course she wasn't the main concern.

It made sense but the tiny room was becoming suffocating at her revelation and she didn't feel safe there anymore.

"He's saying that stopping the shapeshifters is more important than saving my life," she informed Leo quietly.

"Jemma..." he whispered, placing his hand over the unbruised side of her face, the side with the metal processor of the neural net. "It's not... I mean I know you'd..." he paused and she placed her hand over his, patiently letting him sort it out. "We can do both," he insisted stubbornly.

"That's what we're hoping," Dr. Bell put in. "But we still would rather you not be put in a position of authority here, just in case."

"In case of what exactly?" he demanded, removing his hand and turning to glare at him. "What kind of decision do you think you're going to need to make? Do you know something we don't?"

"No I just- " Dr. Bell defended.

"This is ridiculous," he raged. "Why are we even discussing it? It's insane," he turned to her. "Tell him Jemma, tell him he's being crazy."

He wasn't though. The shapeshifters and their creators were a serious threat, they had information and power and they could hurt a lot of innocent people. She was already compromising them simply by being in the facility, Shield was obviously willing to take some risks in their attempts to save her but there was going to be a line eventually. All they could do was hope they'd never find out what happened when they crossed it.

Leo realized she wasn't agreeing with him and his outrage faded to confusion.

"You think he's right?" he asked her, incredulously. "Do you want someone else to try and remove it?"

"I didn't say that," she reminded him. She hadn't said anything actually. Sometimes with him she didn't need to though. "It's just... if it does come to that..."

"It's not going to come to anything!" he exclaimed, throwing his hands in the air. "I can get it out, I'll get to work on it right now if you want me to."

She nodded. "Alright." There was no one she trusted to do it more than him.

"We should wait-" Dr. Bell tried to say but Leo cut him off.

"This is not your decision," he spat. "I was asking Simmons not you."

He sighed and rubbed the back of his neck, clearly unsure what to do.

"There's no harm in him trying," she pointed out. "Neither of us would really have any control over what happens anyway. Besides agent Cobb isn't here so-"

"Did someone say my name?" agent Cobb called, picking the worst possible moment to open the door and pop her head through. She smiled at Jemma who thought she seemed familiar.

Oh... good, she was there. Jemma tried to hide her disappointment.

"You must be agent Simmons," she guessed cheerfully. "Come with me, let's have a look at that thing on your head."

"Thank you agent Cobb," Dr. Bell said, rising to his feet. "You two heard her, no need for agent Fitz to do anything. I'll just get my-"

"Oh are you coming too?" agent Cobb wondered, surprised. "I probably won't need you. How about you give me a turn to examine the device."

"I'd still like to come," he decided and she nodded though she didn't seem happy about it.

"The device is attached to agent Simmons," Leo reminded them tersely. "It's her you should be concerned about."

"Of course," she replied, smiling at him. "Come on everyone."

She led them down the hall and then down two flights of stairs to an empty lab. Jemma wasn't familiar with the building but she thought it was a little odd they'd gone that way. She was sure she'd noticed some much nicer labs upstairs.

"We don't usually use this one..." Dr. Bell was saying.

Jemma stopped listening, however, because she was no longer alone in her head.

'Remain calm human,' B21 instructed.

'Go away!' she hissed, assaulting it with angry thoughts.

"Jemma?" Leo asked worriedly. "It's happening again isn't it?"

"Oh damn it. We should knock her out," Dr. Bell decided, sorting through some of the drawers.

"You should stay the hell away from her," he warned angrily, stepping in front of her.

'Would you like me to deal with Dr. Bell?' B21 asked.

'What...' Jemma responded, not understanding. 'Are you here somewhere?'

"Look, we can't have her attracting those things here or letting them take information out of her head. She knows too much. It isn't going to hurt her just... could you stop," Dr. Bell was saying, trying to get around Leo with a syringe full of something to knock her out.

Leo kept stepping in front of him, blocking his path.

She was having trouble concentrating on what was happening. Where was B21?

"...no way you're sticking her with that thing," Leo was shouting, refusing to get out of Dr. Bell's way.

'Where are you?' she asked B21, trying retrieve the answer from the shapeshifter's mind.

"If you don't move agent Fitz I am going to have to shoot you," Dr. Bell cautioned, pulling Jemma back out of her head.

He was pointing something at Leo, an ICER by the looks of it. It wouldn't kill him but it wouldn't be pleasant and Jemma felt a powerful, furious surge of protectiveness.

"Don't you dare," she hissed.

Agent Cobb moved rapidly and before Jemma knew it was happening she'd grabbed Dr. Bell, causing him to drop the ICER, and shoved him against the wall. She held him up with one arm so his feet dangled a few inches off the floor and he stared at her with wide terrified eyes.

Agent Cobb was B21.

"What should I do with him?" it inquired and Jemma realized it was asking her. "Should I kill him?"

"What?" Jemma gasped. "You're asking... no, no put him down!"

To her astonishment it obeyed.

Dr. Bell seemed stunned. "What... w-what just happened..." he stammered. "It's a shapeshifter! But it... it listens to you." He pointed a finger at Jemma. "You're working for them aren't you?"

"She is not you idiot," Leo exclaimed. "I'm not, really I'm not," she insisted, raising her hands defensively.

"Then why did it listen to you?" he demanded skeptically.

"I don't... well we are linked so maybe... I'm not a traitor! I don't work for them! I have no idea why it-" she tried to explain, panicked.

"I answer to agent Simmons now," B21 informed him. "My programming has been changed, I am no longer an ally to the shapeshifters or my creators."

"Yeah, right." Dr. Bell scoffed and Leo shot him a poisonous look.

"That needs to be removed," B21 stated suddenly, pointing to the device. "I'll do it."

It began to move towards Jemma and she stumbled backwards, reaching out her hands like she could push it away even though she knew she couldn't.

"Get back," she ordered but it didn't stop.

"Get away from her!" Leo shouted, bashing it with a stool. It broke some of the skin, however it did not stop it. He tried to pull on its arms but it ignored him. It was like watching an ant trying to move a boulder.

"You would like to survive correct?" it asked her.

She didn't say anything but it read her thoughts. Of course she wanted to survive what kind of stupid question was that?

"Then we don't have much time," it informed her. "My creators will consider you a threat, with all you know about us. They will likely eliminate you once the device is finished extracting your important memories, which will be very soon."

"What?" Leo squeaked and she shuddered, cold fear spreading through her. She wanted it off. She wanted it off _now._

Perhaps she shouldn't have been thinking that because the shapeshifter shook off Leo and bolted towards her, holding her down gently but firmly against the wall when she struggled against it and touching the metal with its finger tips.

The device must have turned off because the connection between them disappeared and B21 pulled it out, leaving a small hole which dribbled blood down the side of her face as the net slipped out behind the short metal rod attached to the sheet like a broad, slimy flat worm red from her blood.

The shapeshifter threw the device away and it skidded across the floor as the net sparked and sizzled with blue arches of electricity before smoking with grey smoke.

B21 released her and backed a considerate distance away, allowing Leo to rush forward.

"Are you OK?" he asked anxiously, placing his hands on the side of her face so that her blood dripped on one of them. He didn't appear to notice.

She nodded and he pulled her towards him. She closed her eyes and wrapped her arms around him and they held each other as they processed what had just happened.

The neural net... it had been about to terminate her. B21 had saved her, it was now... what? Was it her shapeshifter now? She didn't really like that idea.

Even so, it was fortunate it had removed the net in time. That had been so close...

"So it's on our side now?" Dr. Bell wondered, believing her at last.

They moved slightly apart to face him, their arms still around each other.

"I am allied to agent Simmons," B21 said simply.

Wonderful, she had a new ally. A new shapeshifting, murdering ally.

/-/-/

They were back in their lab on the bus and Leo was preparing to fix up B21. It was a shapeshifter but it had saved Jemma's life (more than he could say for Dr. I-don't-know-what-I'm-doing-and-I-am-dumb) for which he was incredibly grateful.

Nothing in the universe would have been worse than losing Jemma. Nothing in any universe. He would have blasted a hole through all of them to keep her safe.

As it turned out, all they'd had to do was find a friendly shapeshifter. Piece of cake... surprisingly.

Something about the fact that they had been linked when Jemma shot it had reprogrammed it so that it saw her as one of its own. It was now following her around like a human-shaped puppy, much to her annoyance.

Dr. Bell had stayed at the facility (was he ever glad to be rid of that lunatic who'd tried to stick Jemma with who knew what). Jemma was no longer a patient and didn't need a doctor. On top of that she was no longer being spied on by the shapeshifter's creators and was now free to do her work.

They had sent someone to help agent Cobb who had been locked in her trunk. She was a little shaken but she would recover. B21 had told them it had known Jemma wouldn't approve of it killing her so it hadn't.

The others had popped in to have a look at it earlier and had seemed both fascinated and creeped out.

"So it's like your pet now?" Skye had joked, poking it. It patiently let her, staring back almost curiously.

"Unfortunately," Jemma had sighed.

They had all seen a clear advantage in keeping it, even Jemma had admitted grudgingly that it was a good idea though she hadn't seemed happy about it.

Now she watched him beside B21 (who still took the form of agent Cobb) as he took out his tools and he smiled at her grumpy face, trying to lighten it.

She sighed and smiled back briefly before frowning again. "Do we really need to be fixing it?" she wondered.

"I will be more efficient when the damage has been repaired." it informed them.

"It's on our side," he reminded her.

"Yeah and it had better stay that way," she warned, eyeing it coldly.

"I don't see why it wouldn't," he shrugged, he understood why she was upset but it was impossible to deny the advantage which having one of them working for them resulted in.

"You haven't been inside its head," she muttered darkly.

"Are you ready agent Fitz?" it asked, stepping towards him.

Jemma moved at what seemed to be the speed of a shapeshifter, wedging herself in between them and barrelling menacingly towards it so that it took a step back.

"You stay away from him you waste of electricity," she roared.

"I operate using an arch reactor, the technology was obtained from an employee of Tony Stark," it told her, unfazed by her sudden aggression. "And I do not waste electricity."

"But you're a dirty thief," she spat.

"Er... Jemma... I do need to take a look at it..." he put in. "If you don't mind."

She grumbled but stepped out of the way.

"You're right," she mumbled. "No reason to be worried, I should just let you do your job. Of course. Though if it does try anything I'll take a blow torch to it." she promised clearly.

"I won't," it said, unintimidated.

The machine morphed back into its human-like but shapeless form beneath its human clothing. Creepy but far better than having to work on someone else's chest area, especially a female and especially with Jemma staring at him.

He blushed at thought as it removed the shirt to reveal the hole left by the bullet and he got to work. Reattaching wires and replacing bolts, listening to its advice when something was unfamiliar.

"I would not harm agent Fitz," it tried to reassure her as she continued to glower at it.

"You'd better not if you want to remain in one piece instead of four hundred and fifty two," she advised it fiercely.

If it was frightened or offended by her threat, it didn't show it.

/-/-/

* * *

**Fun Background**

Thank you to all who reviewed, liked, followed or read! You guys are as great as an arch reactor and not stolen :).

So as far as I understood from Iron Man 1 the arch reactor is a source of clean renewable energy. I thought that it was everlasting but it doesn't look like it according to Marvel Wiki. Anyway it isn't harming the environment so that's good. Anyway in this story the idea is they either impersonated one of his staff or got information from the frozen head of a former employee and copied the design.

The Fringe reference is when Fitz is talking about blasting a hole through universes to keep Jemma safe. In Fringe Walter does pretty much that to save his son Peter. There is a quote describing Fringe that I think is neat (though I don't know who said it). It says it is "about love that is strong enough to tear the universe apart and then put it back together." Seems to be a theme in the show.

Is it clear why Jemma is so grumpy? I will explain it in the next chapter but I hope it makes sense here too.


	8. Chapter 8

"What do we call you?" Skye wondered, poking its arm. "Wow, it feels so real."

"I am B21," it replied. "What are you?"

"Skye," she told it.

"I meant what species are you, you are not human," it clarified.

"We'll ask the questions," Jemma cut in, irritably. It didn't get to ask Skye things like that, it was bad enough it knew her name and her face.

She was sitting next to Leo, pressing her shoulder against his, on the couch opposite it and Skye. Trip sat on its other side, staring at it curiously.

Why was everyone so interested in this damn thing? She wished she could give it away but it seemed to have imprinted on her like some demented baby bird and she was stuck with it now.

She hated it. Every time she looked at it, heard it talk, she was reminded of being inside its head that morning as it had sat staring down at Leo defenseless and dreaming, his guard completely down because he'd thought it was her.

Jemma had seen something precious and amazing, a light the world would be darker without.

But all B21 had seen was a problem to be solved. She'd loomed over him and mulled over whether or not to extinguish his warm flame of life with less care for what decision she came to than someone deciding between waffles or pancakes.

It was evil. It was a cold, heartless evil and she hated it.

"Could you turn into someone?" Trip requested. "This form is really freaking me out."

It was still in its default form, pale and featureless, wearing Skye's old cloths because agent Cobb had needed hers back.

It shimmered and became Jemma.

"No," she told it immediately. "Not me, never me."

It morphed into a mirror image of Leo. "This form pleases you," it stated.

"Only when it's Leo taking it," she shot at it. What did it think he was a show pony?

"Yeah, but plaid is a good look on him," Skye joked and he laughed.

His eyes drifted to Jemma for a second and she found herself grinning in amusement despite her fowl mood. He was wondering what she thought of the plaid.

"He looks nice whatever he wears," she said fondly, returning his gaze.

"So do you," he answered, his lovely eyes sparkling and she felt her anger fade away.

May raised her eyebrows at the exchange but didn't comment. It wasn't as if they were having a serious meeting or anything and the others were too busy playing with the shapeshifter to have noticed.

"Can you do anyone? Oh, change into me!" Skye chirped.

It did as it was told. And then Triplett suggested it change into Anna Torv and it did before changing again when Skye requested James Dean and then Jasika Nicole. Coulson asked for Elvis and it complied once more and, to everyone's delight, it even sang a few lyrics.

It seemed innocent enough, entertaining her friends patiently, but she was completely aware what it was capable of and she didn't trust it.

"I think it would be best to decide on a form now," it said finally. "I am not meant to be using up electricity unnecessarily." It looked expectantly at Jemma, waiting for direction and she shrugged. "Anyone who isn't still alive, I don't really care besides that."

'Oh no, I hope it doesn't turn into someone it murdered,' she worried as it shifted but it was too late.

It shimmered and became a woman again. She looked familiar though Jemma was sure she'd never seen her.

"Who is that?" Skye asked.

"A mix of several individuals," it told them. "Hopefully it will prevent me from confusing people."

"I didn't know you could do that," Trip said, sounding impressed.

Jemma scoffed. "Wonderful it can mix and match, make new faces to murder with."

"You don't want me to kill anyone," B21 responded simply.

She scowled at it. "Exactly, that's rule number one. Got that tin-head?"

"I think it's time we all get some shut eye," Coulson announced awkwardly, sensing the tension between her and B21. Well, mostly from her, B21 was aggravatingly unaffected.

There was an overly enthusiastic mix of 'OKs' and 'good ideas' and everyone quickly left the room to get ready for bed leaving her with Leo and B21.

"I am mostly a titanium-aluminum alloy, brass and conductive plastic polymers with metal ions. I have few tin parts," it informed them.

"It's like water off a duck," he kidded. "Especially with those nasty burns you've been throwing out."

"Shush sparkly eyes," she giggled, leaning her head against the front of his shoulder.

"Rubber glue, back to you," he chuckled, kissing her head and she closed her eyes for a moment, content.

B21 watched them silently, she wished it would go away.

/-/-/

"And the other compound will dissolve the glue when it needs to let go," Jemma finished Leo's sentence as they sat on her bed, drawing out plans for their new spy drone. They wanted it to be able to stick to ceilings or walls to gather information from a single location without hovering, which might attract attention to it.

"Oh, maybe we can incorporate some of B21's technology, I think I can get it to become invisible by bending light around it. I could even do the same for B21 so it-"

"Let's just leave B21 as it is shall we?" She interrupted, her earlier grumpiness returning.

"You really don't like it do you?" He remarked, putting away their notes. It was soon time they got some sleep anyway.

"It's horrible, it cares about as much for human life as we do grains of sand." she told him. "And it's dangerous."

"It can be," he admitted. "But so can plutonium if it's used to make a bomb. It can also be used to power a city, bring light out of darkness, power up an electric stove to make some pancakes. Mmm, do you want pancakes tomorrow?" He asked, suddenly craving them.

She smiled and snuggled closer to him, spreading warmth through his insides while he stroked her hair, minding the gauze over her ear which covered the small hole in the side of her head (which she had assured him would heal over).

"You going to get up early enough to make them sleepy?" She teased.

"I could get up for pancakes," he decided.

They were flying to Nome Alaska tomorrow, the location of the main shapeshifter facility was deep underground a few miles away from the city. They were still working on how to get in, though he suspected B21 would be a key part of the plan, so they had to be ready for a team meeting at 7:30.

B21 poked its head into the room and her mood soured again.

"What do you want?" She demanded.

"Do I have a directive?" It wondered.

"For the night?" He asked and it nodded.

"Stay away from people," Jemma ordered harshly. "I don't care what you do besides that. Maybe go try to make friends with the toaster."

It blinked at her, uncomprehending and didn't leave.

She sighed impatiently at it but Leo wondered if maybe it was bored.

"Here," he said, fishing out his old gameboy, "you can play my Pokemon blue, you can even save over the file, I already beat the game again."

Jemma raised her eyebrows at him however when B21 looked to her for direction she shrugged.

"Go, defeat the Pokemon league," she shooed it away. "But don't you dare break that, you understand?"

It nodded and left with his game.

"A robot playing video games," he mused. "I wonder if it's any good."

"Anything to get it out of here," she grumbled.

"My mum says if you frown before bed you'll have bad dreams," he told her jokingly.

She scrunched her nose at him and he kissed every part of her face (careful of her bruise) until she was giggling.

"Sweet dreams," she wished him, turning out the light.

"Sweet dreams," he answered.

He understood why she hated it so much, it had scared her and he wasn't to thrilled to have learned someone had been sitting over him wielding a scalpel either. Had it snuck it into his room? How close exactly had it come to slitting his throat when he'd thought he was in one of the few places he was safe?

Jemma had more than enough reason to be angry and resentful. She'd thought it had killed him and, though it hadn't, she wasn't forgiving it.

She was right not to trust it but he hoped she wouldn't allow her anger to stop her from seeing how useful it was. It had saved her life after all. And besides it wasn't a person but a tool, it was only evil if it was being used by someone who wanted to do evil. Under the control of someone like her it would be able to do a lot of good.

He was optimistic she would soon realize this, she wasn't happy about keeping it but she wasn't objecting to it either. She'd grow used to it eventually.

Still he wasn't sure she'd ever truly forgive it. Not that that mattered, it was only a machine.

/- /-/

The next morning he felt her gentle lips on his cheek as she kissed him awake.

He waited, feigning sleep, for her to leave for breakfast however her weight remained beside him.

Opening his eyes slightly, he saw her staring down at him with a small, sunny smile.

"Good morning," she chirped.

Oh no, he'd been caught. Why hadn't she left for breakfast? Sleepily he searched for a way to convince her he wasn't awake but found nothing.

"Oh, ummm... Good morning, I er... was up already..." He improvised.

Her smile widened in amusement and she raised an eyebrow at him. "I wake you up when I do that don't I?" She guessed.

He sighed, she'd seen right through him. To be fair he was still operating at hazy, sleep capacity.

"Yeah usually," he admitted. "But I don't mind. Not even a bit. No need to stop."

She chuckled at him. "Actually, I was thinking of kissing you a few more times Mr. Late for breakfast."

Ah, his second worry, getting up early. At least she wasn't going to stop.

"What time is it?" He asked.

"6:26," she answered, her eyes shifting momentarily to the clock before returning to his face.

"Ugh," he answered, closing his eyes.

"If I remember correctly, someone offered to make pancakes with me last night," she reminded him teasingly.

"It always seems like a good idea until you have to get up," he lamented.

"It's worth it for pancakes though isn't it?" She asked.

He opened his eyes once more and saw she was looking down on him pleadingly, her eyes round and hopeful and irresistible.

He chuckled. "It is, I'm coming."

She gave a little cheer and they dressed before heading to the kitchen.

/-/-/

Jemma smelled the pancakes before they entered the kitchen.

To her astonishment, B21 was making them while Triplett chatted breezily with it.

"So there are older models than you?" He was asking as it flipped a pancake.

"I am more efficient because I do not need to be plugged in," it explained. It had told her and Leo the same thing the previous day.

"Yeah, that would be a drag wouldn't it," he mused. "Hey! Look who got up on time," he greeted jovially. "Was it because Simmons told it to make pancakes?"

"I didn't tell it to do anything," she informed him edgily. "Fitz and I were going to make them."

"I defeated six Gym leaders and raised my fire lizard into a dragon," it told her and she hoped it didn't expect praise. "I heard you and agent Fitz wanted pancakes so-"

"You were eavesdropping?" She interrupted irritably. "That was a private conversation."

Leo and Triplett exchanged a glance as she scolded it and Leo placed a hand on her shoulder.

"At least now we have more time to eat," he said brightly.

She sighed, that was true and he had gotten up on her request to make them. He wasn't upset about B21 stealing their fun and besides she was tired of being in a bad mood, it was exhausting.

"Do you want to play Scrabble?" She offered cheerfully and the other two nodded, appearing slightly relieved.

She went to retrieve the game and found the pancakes on the table when she returned. There was even a plate for B21.

"It needs to eat a little in order to synthesize the hair," Leo was explaining to Triplett.

"Oh, sorry! Did we tap you out yesterday with all that shifting?" He worried.

"It isn't really a problem," it shrugged. "Thank you for your concern."

It was polite now? She wondered if it had picked that up poking around in her head.

They enjoyed the pancakes (which were admittedly delicious) as they played. B21 tried to help her put her letters together but she let it know that was cheating and which was wrong so it went back to playing Pokemon. It almost seemed to be enjoying itself and it kept asking for tips from Leo as it played.

"You're going to want to keep hypnosis, you'll need it later when your Haunter learns dream eater." He suggested between turns, leaning over to get a look at the tiny screen while chewing on a bite of pancake.

It smiled at him and she realized it was his smile. It had his mouth. And the eyes, those were her mother's. The nose she could see was her father's and it did not only wear Skye's cloths but had her hair as well. It had taken features of people she cared about and mixed them together to form some sort of chimera which should have been creepy but was, in truth, oddly comforting and familiar.

Was it trying to make her like it? If so, why?

They had their meeting, everyone got a pancake, and the team formed a plan to get inside.

According to B21, a key official in the shapeshifter project was going to inspect the facility in three days. Their team would intercept him then B21 could shift into him and lead May, Skye and Leo in to take down the project.

B21 had informed them that its creators would assume it was dead and would not be suspecting a shapeshifter to doublecross them. The official, Matteo Mendoza, would have access to the main control center. From there they could erase all the stolen information and initiate termination of all the shapeshifter remotely.

Jemma's gaze shifted to B21 at the mention of the machine's destruction however it remained unconcerned. It didn't want to die, she recalled. Did it think they were going to save it somehow?

were they going to save it?

/-/-/

Over the next few days she became used to her shadow. She began talking to it in a friendlier tone and found it actually made good conversation. It was curious and knowledgeable and she enjoyed teaching and learning from it.

She even allowed Leo to convince her to help upgrade it. For her friends' benefit, of course, because they would be going in with it.

It now stood in the lab as he worked on it in its shapeless form.

"Ready with the clothes?" He asked her.

"They should work, the fibers will amplify the field of the pulse so that it can extend its invisibility to the clothes." She answered excitedly. "Could you put these on please B21?"

She had grown tired of barking orders at it. It was against her nature to be so rude even if it was to a machine.

"Certainly," it complied courteously. It seemed to have picked up her good manners.

It dressed itself (a business suit so it would look like an official in the mission) and they counted to three before telling it to go invisible.

It worked wonderfully, at least when it was standing still. There was a glimmer when it moved but it was still pretty cool.

"Success!" She cheered and gave Leo's held out hand a high five.

B21 reappeared in its usual form and held out a hand to both of them.

Leo grinned and slapped his hand against its and she only hesitated a second before doing the same.

"This could prove useful on our mission," it stated, sounding almost pleased.

The mission, right. No more shadow. No more teaching it how to play Scrabble or Pokemon or sharing pancakes with it. It'd be gone. Unless they found a way to shield it somehow.

It would be a shame to waste such a useful piece of technology.

She exchanged a glance with Leo and knew he was thinking the same thing.

"Let's see if we can save our shapeshifter," he said and she nodded in agreement before they set to work.

* * *

/-/-/

Thanks to everyone who liked, read or reviewed or followed. Pancakes for everyone.

The metals B21 is made of are completely random. I think I heard titanium-aluminum alloy in Iron man. It is light, strong and resistant to heat but not really malleable. Brass is suppose to be malleable (and I thought that'd be good for a shapeshifter) and the conductive plastic polymers with metal ions are what is called metal rubber which is super flexible and durable.

The scene where it B21 is shifting into famous people is based off notapepper's review as well as a conversation. :). So is B21 liking Pokemon.

There are two Fringe references. The first is the actresses it turns into Jasika Nicole (who plays Astrid Farnsworth and, in Brown Betty Ester Figglesworth) and Anna Torv who plays Olivia Dunham, William Bell and sort of Nick Lane.

The other Fringe reference is Simmons telling B21 to go make friends with the toaster. In Do Shapeshifters Dream of Electric Sheep Olivia tells her captured shapeshifter ally that she isn't intimidated that she is now on her own and if she gets lonely she can just go make friends with a toaster.

The official is named after Matteo Alacran and Maria Mendoza from House of the Scorpion.


	9. Chapter 9

"You'll be careful won't you?" She demanded, searching his face as she held onto his hands.

They stood near the door of her room, neither of them wanting to leave but knowing they had no choice.

He was wearing his backpack, which contained among other things a bomb they had prepared to take out the control center. The shapeshifters would shut down automatically if the computers in there stopped working, as a safety measure because even their creators had know they were dangerous uncontrolled.

Other than that she was perfectly fine with his backpack, it was the bulletproof vest which set her teeth on edge and caused her stomach to squirm and knot painfully.

"I'll be fine," he assured her, kissing her forehead. "I'm more worried about you to be honest, going in to warn those business people all on your own. Couldn't Trip or Coulson-" he fretted.

"They have their own people to warn about the shapeshifters," she informed him. "And besides, we know the one in that company is out of the country. It's nowhere near where I'll be. All I need to do is tell them not to let it make any deals."

"Yeah, you're right, you'll be fine," he agreed nodding perhaps a bit too enthusiastically. "I'll see you in a few hours."

"Only a few hours," she nodded back trying to be optimistic but her eyes drifted back to the vest and her heart clenched fearfully.

She wrapped her arms around him and pressed the side of her face against his. "You come back to me," she whispered, feeling him pull her close.

"And you come back to me," he murmured. "Don't get stuck in an elevator or something."

"As if you couldn't fix an elevator," she teased, soaking in the feel of his body against hers despite the stupid vest.

No, not stupid. She liked the vest just not the reason he was wearing it.

Sometimes she wished she was the bloody engineer always getting called off into danger. Wasn't there ever going to be a high risk biochemistry mission? Like pipes leaking acid or bad guys made of goo. Damn his knack for making explosive devices.

Not that she hadn't helped, creating the chemical components among other things, but it was him who was the master of rigging them to go boom just when you needed them too. Like on a hazardous mission into a secret base of monsters who made monsters.

But they were agents of Shield and that meant that, sometimes, they needed to let each other go and have faith nothing horrible was going to happen.

It didn't mean she had to like it though.

"Take this," she instructed, removing her necklace and placing it around his neck. The pendant formed a heart at her touch because she was thinking of him.

"But this is yours," he objected.

"And I expect to get it back," she informed him, kissing him before tucking it under his shirt.

"I'll keep it safe," he vowed.

"You'd better," she answered before embracing him again. "Be careful sweetheart." She pleaded before kissing his cheek and forcing herself to move away.

"You too Jemma," he said, smiling warmly at her and melting her heart.

"Ready to depart agent Fitz?" B21 inquired, popping into her room and placing Leo's gameboy onto her bedside table. It had moved on from Pokemon to Zelda after defeating the elite four. (A misleading name considering there were five.)

"I'm ready," he told it and Jemma walked them out to meet Skye and May.

She hugged Skye and then Leo one more time and smiled at May before urging them all to be careful.

"And you take care of them," she instructed B21.

"I will," it complied. "I will keep your dear ones safe."

She was surprised at the use of such an affectionate term but she supposed an adjective was an adjective to a machine.

"Good," she praised, touching its arm. "I'm glad we understand each other."

It smiled at her and she watched them leave, part of her leaving with them.

She closed her eyes, pushing down her apprehension before returning to her room and preparing for her own mission.

/-/-/

Leo, Skye and May made it smoothly into the building. Mr. Mendoza was tied up in the back of their truck, knocked out by an ICER and B21 now took his form.

It led them in, introducing May and Skye as its body guards and him as a consultant.

'I could be a body guard too,' he'd thought grumpily at his assigned role however he hadn't complained out loud.

Once inside B21 had began its 'inspection' leading him first to the control room where he placed the bomb and rigged the timer to go off in thirty minutes. Hopefully that would give Skye enough time to erase all the data. She didn't need to hack in because B21 had access so they weren't expecting it to take long.

It was all going far too well and he was preparing himself for catastrophe on their end when Jemma's panicked voice reached them across the coms.

"Umm... How long until the shapeshifters are shut down exactly?" She wondered, the fear in her voice making his skin crawl.

"Ten minutes," he told her looking up at Skye who gave him a thumbs up to communicate she was nearly finished.

"Ohh... OK," she squeaked. "Ten minutes everyone, I'm sure the glass will hold."

"Jemma?!" He exclaimed. What the hell was going on? She was supposed to be fine, she was on the safe mission.

"What's happening?" May demanded.

"Well, the shapeshifter came back early...," she told them, unsuccessfully feigning calm. "The other company backed out of the deal and well... It knows we're onto it."

"What?" Skye exclaimed and Leo felt sick with terror. "Simmons! Are you OK?"

"Everyone is fine, everything is absolutely under control...," she assured them nervously but he didn't believe her,"...for the moment. We put the building into lockdown and it can't get through the stairwell but... I mean we're twenty stories up you can't really blame whoever designed the security not to expect... and the window is made from four inch thick bulletproof glass but... We'll be fine. Just wanted to know how long we'd be up here," she laughed anxiously. "Mr. Duncan wants to make popcorn don't you sir?"

"I'm g-good for now," he stuttered and there was a loud bang.

"Jemma!" Leo cried.

"We're fine," she chirped. "It's just trying to get in. No reason to panic everyone, it may have been clever enough to use a window cleaning perch to get up here but fortunately it doesn't seem to know how to get in. That window should-"

There was another loud bang followed by a crack that seemed to tear down Leo's spine before several people began shouting.

"It's breaking it!" "Oh my God!" "It's gonna kill us!"

"No!" He screamed. This had to be a nightmare, some horrible nightmare but it wasn't.

"Calm down," she soothed. "It's only a tiny crack, we'll be fine-"

Bang!

"We'll be fine," she kept saying. "It's going to turn off soon. We have good people working on it."

This seemed to quiet the others and the shouting stopped.

"We need to go," May told him, pulling his arm. He resisted for a moment before he remembered that Jemma was miles away, not there.

They ran out of the building and he listened to brave, wonderful Jemma keep the business people from panicking while he flinched at each bang. His heart ripped painfully each time he heard a crack.

Two minutes left, it wasn't going to get in, it couldn't.

'Please, not her,' he thought desperately. 'She has to be OK.'

They were at the elevator when the timer reached zero but nothing happened.

There was no low rumble of an explosion and after a few seconds they heard another bang.

"Is it going to go off soon?" She wondered, her voice starting to tremble.

The world spun around him. Why hadn't it gone off?

He had to make it explode, those people in the building deserved to live and she couldn't die. That was unacceptable.

Without thinking he dashed back towards the room, almost running into the wall of armed guards who rushed out to block his path.

May shouted his name and shot at them as he slipped by and B21 followed behind him, protecting him from their shots with its body.

"Skye? May?" He panted, not breaking pace.

"We're fine just go!" May ordered.

Not that she needed to tell him.

Someone, a shapeshifter, leapt at him and B21 intercepted it while he ran on.

He finally reached the control room only to find the bomb had been tampered with, probably by the shapeshifter from the hall.

He cursed loudly and felt tears escape his eyes as another bang preceded a loud crack across the coms.

"Jemma?" He asked, his chest tight.

"It's holding for now," she informed him and he let out a shaky breath of relief. "What is going on?"

"The bomb was disarmed," he explained.

"But you can fix it right?" She inquired quietly.

Yes. He could because Jemma could not die.

"Yes," he assured her, setting to work.

/-/-/

"I can fix it," he told her suddenly after a minute but there was a solemnity in his voice that sent cold tendrils of dread uncurling through her.

"Why do you sound like that then," she asked anxiously.

"Because I can't fix the timer," he replied flatly.

"Then you're not doing it," she told him firmly, despite the cracks which were beginning to spiderweb across the glass. He meant he could fix the bomb but he would be caught in the explosion. That was unacceptable.

"Jemma-" he began.

"No!" She cut him off, not wanting to hear his argument, not wanting to hear there was no other way because there had to be. He had to come out of this.

"Jemma you were right, yesterday at the Shield facility. You were right that we can't put our own safety, our own lives even, over the people we need to protect." He reminded her bravely. "I'm willing to give mine for those people in the room with you, for you."

"I don't want you to," she protested her voice high and scared. "We'll fight it, we have a fire extinguisher and... and..." But she knew she was being irrational, ridiculous. They could never win and it wasn't only her life at risk.

"It's OK," he said softly and the clicking of wires across the coms told her he'd started rearming it.

"Don't!" She screamed. The others were staring at her, frightened. "We'll be OK," she assured them, feigning a smile and hoping she sounded convincing.

"Yeah, yeah you will be," he agreed trying to sound cheerful. "Jemma I'm sorry but I'm gonna need to use your necklace, they took part of the-"

"I don't care about the necklace!" She shouted, her eyes filling with tears as she realized this was really going to happen. It knocked the breath out of her like a blow to the stomach. "I meant you! I wanted you to come back."

"I know," he soothed. "But I can't."

"Yes you can!" She argued fiercely. "Just..." But she could see no other way. The shapeshifter bashed against the glass again and a long crack snapped across the window. If they didn't turn it off soon it would get in and it would kill them all.

One of the business people screamed as it threw itself into the window again with an awful crack.

"Just... We can... You can't..." She squeaked miserably.

She couldn't let this happen. She couldn't let Leo die again but he was going to.

"I love you," he told her and she felt his words like a warm embrace despite the horrible terror they brought with them. She knew what was coming next.

"Don't," she whispered.

"Jemma please," he begged and she knew he needed her to say it. Even if he knew she loved him he needed to hear it one more time and if this was really goodbye she needed to say it or she would regret it forever.

"I love you too," she whispered trying wrap her words around him as his had done to her, trying to communicate to him with more than just words everything he meant to her. "I love you and you're amazing and you make me happy and the world is better with you in it and... Please don't do this." She pleaded.

"I have to," he said gently. "There's no one else who can-"

"I can do it," B21 interrupted across the coms.

"You're to far-" he began.

"I will make it, I am on my way." It informed him and Jemma felt as if a large stone had been lifted from her chest. "Do not set it off yet."

Another crack sped across the glass and several people began screaming.

"Jemma?" He called alarmed.

"We're fine," she said quickly. "It's not in yet. Wait for B21."

"Wait for what?" A man exclaimed over the loud banging against the glass. "Can he turn it off? Do it now! Before they get in!"

"No!" she yelled. "He'll die if he does it now. He is willing to die for us, all of us but he doesn't have to. He doesn't have to!" She repeated more forcefully into the coms. "We need to wait for B21."

"It's going to get in!" A woman yelped.

"Jemma if it gets in there-" Leo tried to say.

"Shut up!" She commanded. "All of you need to shut up and let B21 get there."

That had probably been way too harsh for a terrified crowd of civilians but she wasn't going to let them goad Leo into getting himself killed.

"I'm there," it told her. "Agent Fitz please leave. You should run because I need to hurry."

"Just put that wire back into the slot," he instructed sadly.

"There is no time for you to display your affection," it scolded and she knew he had hugged it.

"Thank you," he said gratefully

"Thank you B21," she told it. "I'll miss you, if that means anything to you I'll miss you."

She didn't know why it was doing this, if it was following her orders or if it actually cared about her and Leo, but she did know that it didn't want to die. It was afraid but it was doing it anyway and whatever the reason she needed it to know that that mattered to her.

"I'm proud of you," she told it as Leo bolted away to safety. "You are being so brave and it feels like you're saving me too, do you understand that?"

"It is love," it stated and she wasn't sure if it meant that as an expiation for her feelings or its actions or both.

"Yes," she praised it, a tear sliding down her cheek. "That's love."

There was an explosion which she heard from a distance on Leo's end of the coms and the shapeshifter outside shut down, crashing to the floor.

The room cheered.

"Leo?" She gasped, he was fine, B21 would have made certain he was far enough away but she still needed to hear his voice.

"I'm here," he said quietly. "Are you OK?"

"We're all fine," she announced, gazing around at the giddy, smiling faces and laughing in relief. "Everyone is fine."

Everyone except B21 she thought with painful flicker of sorrow. Whatever the shapehifter had been it had saved Leo, herself all these innocent people. And she hadn't been lying when she'd said she was going to miss it.

/-/-/

He saw her exiting the building with the others and the moment their eyes met they broke into a run, slowing slightly before they met so not to crash.

They held onto each other crying out of both relief and sorrow and neither of them spoke but they understood what the other was thinking without words.

How glad he was to have her in his arms again, to be together.

"How about next time we switch and I set off the bombs," she suggested.

"You can make sticky goo to put inside them," he kidded. "Or stinky smoke."

They laughed together for a moment before she pulled away, her eyes bright. "B21..." she wondered.

He shook his head. "It's gone."

She nodded, her lip trembling and he felt his own eyes grow hot as he pulled her back towards him.

"I know it was only a m-machine... but..." She sniffed.

"It saved us," he finished, tears spilling out. "We can't know what was happening in its head Jemma but... If it did care it would have been glad for what you said to it."

She sniffed and rubbed her back soothingly.

The rest of their team showed up and Skye and Triplett joined their hug while May and Coulson smiled at them.

Coulson had called for back up and the shapeshifters creators had surrendered. It was over and by some miracle everyone was safe. Jemma, himself, all those people were alive because of one of their creations. B21, whatever its motives had been a great force of good born from their evil and he was grateful for it. Like plutonium powering a city and bringing light out of darkness.

/-/-/

They placed a tombstone under a willow tree even though they had nothing to bury. B21 was inscribed in the rock and Jemma wondered if passers by would think it a strange joke.

They thanked it and each of them placed a flower down in front of the stone.

She cried, in spite of her best efforts not to and Leo held her close and cried with her. She would never forget that B21 had given its life for his and probably hers too.

She was so glad to have him still, her Leo. Brave and kind and unquestionably irreplaceable.

/-/-/

* * *

Thank you for all your reviews, likes, follows and reads! you are all wonderful lights :).

A special thanks again to notapepper for all their help with figuring out b21.

the fringe reference is when Jemma is thinking she can't let leo die again but he is going to. in what lies below, Walter says the same thing when his son Peter is infected, prompting a ?_? from Astrid.

You have reached the end. hooray! congratulations and thanks for reading! I hope you enjoyed it.

B21 motivations are purposely left ambiguous. was it only following orders or did it want to save fitz? what do you believe?

The plutonium thing is from a quote by Fitz in the show. I forgot to mention that last chapter.

Mr. Duncan is named after the Mr. Duncan in Orphan Black.


End file.
